UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2015

SILVER BULL RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
001-33125
 
91-1766677
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
 Identification Number)
 
 
 
 
 
925 West Georgia Street, Suite 1908
Vancouver, B.C. V6C 3L2
 
n/a
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: 604-687-5800

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 4, 2015, the board of directors of Silver Bull Resources, Inc. (the "Company") authorized (i) the delisting of the Company's common stock from the NYSE MKT exchange and (ii) the application for designation of the Company's common stock on the OTCQX market.  On June 5, 2015, the Company notified the NYSE MKT exchange of its decision to voluntarily delist its common stock from the exchange.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2015, Company entered into an Amendment to Amended and Restated Employment Agreement (the "Amendment") with each of Timothy Barry, the Company's Chief Executive Officer, Sean Fallis, the Company's Chief Financial Officer, and Brian Edgar, the Company's Chairman.

The Amendment expanded the definition of "Change of Control," upon which amounts may be payable by the Company to each of Messrs. Barry, Fallis and Edgar, to include a transaction or series of transactions by which any person, entity or group acquires beneficial ownership of at least 20% of the Company's securities entitled to vote in the election of directors, and a majority of the Company's board of directors resigns and is replaced with nominees designated by such person, entity or group.

The foregoing description of the Amendment to Amended and Restated Employment Agreement is qualified in its entirety by reference to the form of Amendment to Amended and Restated Employment Agreement attached hereto as Exhibit 10.1, which is hereby incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.
 
Description
10.1
  
Form of Amendment to Amended and Restated Employment Agreement, dated June 4, 2015, by and between the Company and each of Timothy Barry, Sean Fallis and Brian Edgar.
 
 
 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2015
 
 
 
 
 
 
SILVER BULL RESOURCES, INC.
 
 
 
 
 
 
 
By:
/s/ Sean Fallis
 
Name:
Sean Fallis
 
Title:
Chief Financial Officer
 
 
 

 

EXHIBIT INDEX

Exhibit No.
 
Description
10.1
  
Form of Amendment to Amended and Restated Employment Agreement, dated June 4, 2015, by and between the Company and each of Timothy Barry, Sean Fallis and Brian Edgar.
 

 
 
 
 


Exhibit 10.1
 
 
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment to Amended and Restated Employment Agreement dated this 4th day of June, 2015 (this "Amendment"), is entered into by and among Silver Bull Resources, Inc. (the "Company") and [___________] (the "Executive" and, together with the Company, the "Parties" and individually, a "Party").
RECITALS
A.The Company and the Executive entered into an amended and restated employment agreement, dated February 26, 2013 (the "Agreement") pursuant to which the parties agreed to the terms and conditions of employment of the Executive.
B.The Parties now wish to enter into this Amendment in order to modify certain terms of the Agreement.
AGREEMENT
In consideration of the forgoing recitals and of the mutual covenants, agreements and representations contained herein and other valuable consideration given by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
1. Amendment.  The definition of "Change of Control" contained in Schedule A of the Agreement is hereby deleted and replaced as follows:
"Change of Control" means the occurrence of one or more of the following events after the Effective Date of this Agreement:
(i)   a sale, lease or other disposition of all or substantially all of the assets of the Company;
(ii)   a consolidation or merger of the Company with or into any other corporation or other entity or person (or any other corporate reorganization) in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization;
(iii)   a transaction or series of related transactions pursuant to which any person, entity or group within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934 ("1934 Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or
 
 
(iv)   a transaction or series of transactions pursuant to which (A) any person, entity or group within the meaning of Section 13(d) or 14(d) of the 1934 Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act, or comparable successor rule) of securities of the Company representing at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors or securities of the Company that upon conversion or exchange of such securities, would represent at least twenty percent (20%) of the combined voting power entitled to vote in the election of directors, and (B) in connection with or as a result of such transaction or series of transactions, a majority of the Company's board of directors resigns and is replaced with nominees designated by such person, entity or group.
2. No Other Waiver or Amendment.  Except as expressly modified herein, all terms and provisions of the Agreement shall remain unchanged and in full force and effect.  This Amendment shall not be deemed to prejudice any rights or remedies which any Party may now have or may have in the future under or in connection with the Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, which shall be deemed to be the proper law hereof.  The Parties hereby attorn to and submit to the jurisdiction of the courts of British Columbia.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
5. Legal Advice. Executive acknowledges this Amendment has been prepared by the Company and that the Executive has had sufficient time to review this Amendment thoroughly, including enough time to obtain independent legal advice concerning the interpretation and effect of this Amendment prior to their execution. By signing this Amendment, Executive represents and warrants that he has read and understood this Amendment and that he executes them of his own free will and act.
[Signature Page Follows]
IN WITNESS WHEREOF the Parties hereto have duly executed this agreement as of the day and year first above written.
 
 
SILVER BULL RESOURCES, INC.
 
Per:______________________________________
Authorized Signatory
SIGNED, SEALED AND DELIVERED by in the presence of:
  
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_________________________________________
Witness
[___________]
Name
Address
 
Occupation

 
 
 
 
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