Form 6-K
 
SECURITIES AND EXCHANGE COMMISSION
 
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of July, 2012	Commission File Number:  1-15142	

NORTH AMERICAN PALLADIUM LTD.
(Name of Registrant)
 
200 Bay Street
Royal Bank Plaza, South Tower
Suite 2350
Toronto, Ontario
Canada M5J 2J2
(Address of Principal Executive Offices)
 
Indicate by checkmark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F ¨ Form 40-F x
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by checkmark whether the registrant, by furnishing the information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
 
Yes ¨ Assigned File No. ____________ No x
 
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).

 	

 		

 
 
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, thereunto duly authorized.

 	 	NORTH AMERICAN PALLADIUM LTD.	
 	 	 	
Date:	July 31, 2012	 	By:	/s/ Tess Lofsky	
	 	 	 	Tess Lofsky
Corporate Secretary	

 	

 		
 
EXHIBIT INDEX

Exhibit	Description of Exhibit	
 	 	
1	News Release – “North American Palladium Completes C$43 Million Offering of Convertible Debentures”	

 	

 

North American Palladium Completes C$43 Million Offering of
Convertible Debentures

Toronto, Ontario, July 31, 2012 – North American Palladium Ltd. (“NAP” or the “Company”) (TSX: PDL) (NYSE MKT: PAL) today announced the completion of its previously announced offering of convertible debentures through which the Company sold, on a bought deal basis, 43,000 convertible unsecured subordinated debentures (the “Debentures”) of NAP at a price of C$1,000 per Debenture, for total gross proceeds of C$43 million (the “Offering”). The Underwriters have been granted an option to purchase up to an additional 15% of the Offering, exercisable in whole or in part, at any time up to 30 days following the date hereof.
 
The net proceeds from the Offering will be used for the Company’s mine expansion expenditures at its Lac des Iles palladium mine and for general corporate purposes.
 
The Debentures will mature on September 30, 2017 (the “Maturity Date”), unless redeemed earlier, and will bear interest, calculated and payable semi-annually in arrears on March 31 and September 30 of each year, at a rate of 6.15% per year. The Debentures will be convertible at the holder’s option into common shares (“Common Shares”) of the Company at any time prior to the close of business on the earlier of: (i) the business day immediately preceding the Maturity Date, (ii) the business day immediately preceding the date fixed for redemption of the Debentures, and (iii) if being repurchased on a “change of control”, on the business day immediately preceding the payment date, at a conversion price of C$2.90 per Common Share (the “Conversion Price”).
 
The Debentures will rank subordinate in right of payment of principal and interest to all present and future senior secured obligations of the Company and will rank pari-passu to all present and future unsecured indebtedness. The Debentures were offered (i) in Canada by way of short form prospectus in all provinces of Canada, (ii) in the United States and to, or for the account or benefit of, U.S. persons, to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, and (iii) in such other jurisdictions as agreed upon by the Company and the Underwriters.
 
The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States.
 
Forward-Looking Information
 
Certain information in this news release relating to North American Palladium Ltd. is forward looking and related to anticipated events and strategies. When used in this context, words such as “will”, “anticipate”, “believe”, “plan”, “intend”, “target” and “expect” or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties, which include, but are not limited to, regulatory and government decisions, economic conditions, and availability and cost of financing.

 	

 		
 
Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, North American Palladium Ltd. disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
 
For further information please contact:
 
Camilla Bartosiewicz
Director, Investor Relations and Corporate Communications
Telephone: 416-360-7374
Email: camilla@nap.com

 

 

www.nap.com