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): December 12, 2014
ALLIED NEVADA GOLD CORP.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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1-33119 |
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20-5597115 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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9790 Gateway Drive, Suite 200
Reno, Nevada |
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89521 |
(Address of principal executive offices) |
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(Zip Code) |
(775) 358-4455
(Registrants Telephone Number, Including Area Code)
n/a
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry Into a Material Definitive Agreement. |
As previously announced, on
December 12, 2014, Allied Nevada Gold Corp., a Delaware corporation (the Company), closed the Companys previously announced public offering (the Offering) of shares of common stock, par value $0.001 per share
(Common Stock), and warrants to purchase shares of Common Stock.
As a condition to the closing of the Offering, a Lock-up
Agreement, dated as of December 12, 2014 (the Lock-up Agreement), was entered into between the Company and certain of its officers and directors in the form of the Lock-up Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference. Each of the officers and directors who executed a Lock-up Agreement agreed that, for a period of 60 days from the date of the closing of the Offering, he would not, without the prior written consent of the H.C.
Wainwright & Co., LLC, the sole lead placement agent for the Offering, directly or indirectly, offer, sell, or transfer or agree to transfer, any shares of Common Stock, or any securities convertible into, or exercisable or exchangeable
for, shares of Common Stock, or otherwise enter into any transaction that would have the same effect, or enter into any arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any of his shares of Common
Stock.
This summary of the material terms of the Lock-up Agreement is qualified in its entirety by reference to the Form of Lock-up
Agreement. Further information regarding the Offering is contained in the Companys Current Reports on Form 8-K for December 9, 2014 and December 12, 2014 and filed with the Securities and Exchange Commission on such dates.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Exhibit |
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10.1 |
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Form of Lock-up Agreement, dated as of December 12, 2014, between Allied Nevada Gold Corp. and each of Robert Buchan, Carl Pescio, Randy Buffington and Stephen M. Jones |
SIGNATURES
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.
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Dated: December 12, 2014 |
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Allied Nevada Gold Corp. |
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By: |
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/s/ Stephen M. Jones |
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Stephen M. Jones |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit
No. |
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Exhibit |
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10.1 |
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Form of Lock-up Agreement, dated as of December 12, 2014, between Allied Nevada Gold Corp. and each of Robert Buchan, Carl Pescio, Randy Buffington and Stephen M. Jones |
Exhibit 10.1
December 12, 2014
Allied Nevada Gold Corp
9790 Gateway Drive, Suite 200
Reno, Nevada 89521
Re: Allied Nevada Gold Corp. - Lock-Up Agreement
Dear Sirs:
This Lock-Up Agreement is being
delivered to you in connection with the Securities Purchase Agreement (the Purchase Agreement), dated as of December 9, 2014 by and among Allied Nevada Gold Corp., a Delaware corporation (the Company) and
the investors party thereto (the Buyers), with respect to the issuance of shares of the Companys common stock, par value $0.001 per share (the Common Stock). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Purchase Agreement.
In order to induce the Buyers to enter into the
Purchase Agreement, each undersigned agrees that, commencing on the date hereof and ending on the date sixty days following the Closing Date (the Lock-Up Period), the undersigned, without the prior written consent of H.C.
Wainwright & Co., LLC, will not, and will cause all affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) of the undersigned or any person in privity with the undersigned or any affiliate of the
undersigned not to, (i) offer, sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell or grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
make any short sale or otherwise transfer or dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock or Common Stock Equivalents, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common
Stock or Common Stock Equivalents owned directly by any of the undersigned (including holding as a custodian) or with respect to which any of the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange
Commission (collectively, the Undersigneds Shares), or (ii) enter into any transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any of the Undersigneds Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash
or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or
(iv) publicly disclose the intention to do any of the foregoing.
The foregoing restriction is expressly agreed to preclude the
undersigned, and any affiliate of the undersigned and any person in privity with the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of the Undersigneds Shares even if the Undersigneds Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) whether or not with respect to any of
the Undersigneds Shares or whether or not with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigneds Shares.
Notwithstanding the foregoing, the undersigned may transfer (i) the Undersigneds Shares as a bona fide gift or gifts,
provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) the Undersigneds Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Lock-Up Agreement,
immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by the immediately preceding sentence, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigneds Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the
Companys transfer agent (the Transfer Agent) and registrar against the transfer of the Undersigneds Shares except in compliance with the foregoing restrictions.
In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from
effecting any actions in violation of this Lock-Up Agreement.
Each of the undersigned acknowledges that the execution, delivery and
performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of such undersigneds obligations
hereunder. Each undersigned hereby represents that such undersigned has the power and authority to execute, deliver and perform this Lock-Up Agreement, that such undersigned has received adequate consideration therefor and that such undersigned will
indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement. The undersigned hereby represent that there are no other affiliates of the undersigned that hold securities of the Company.
Each undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon such undersigneds heirs,
legal representatives, successors, and assigns.
This Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed
an original but both of which shall be considered one and the same instrument.
This Lock-Up Agreement will be governed by and construed
in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than
the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdictions choice of law or
conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
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Very truly yours, |
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Exact Name of Shareholder |
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Authorized Signature |
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Title |
Agreed to and Acknowledged:
Allied Nevada Gold Corp.
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