SECURITIES AND EXCHANGE COMMISSION

Form 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of January, 2014
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).
This report on Form 6-K is specifically incorporated by reference into North American Palladium’s registration statement on Form F-10 (File No. 333-185656).

 

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:	 	January 31, 2014	 		 	By:	 	/s/ Tess Lofsky	
					
	 		 		 		 	Tess Lofsky
Vice President, General Counsel and Corporate Secretary	

EXHIBIT INDEX

Exhibit	  	Description of Exhibit	
		
99.1	  	Statement of Eligibility of the Trustee on Form T-1.	

Exhibit 99.1

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
x	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)	

Computershare Trust Company, National Association
(Exact name of trustee as specified in its charter)

 
			
A National Banking Association	 	04-3401714	
(Jurisdiction of incorporation or
organization if not a U.S. national bank)	 	(I.R.S. Employer
Identification Number)	
		
250 Royall Street, Canton, MA	 	02021	
(Address of principal executive offices)	 	(Zip Code)	
John Wahl, Trust Officer
350 Indiana St., Suite 750, Golden, Colorado 80401
(303) 262-0707
(Name, address and telephone number of agent for service)

North American Palladium Ltd.
(Exact name of obligor as specified in its charter)

 
			
Canada	 	Not Applicable	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
200 Bay Street
Royal Bank Plaza, South Tower
Suite 2350
Toronto, Ontario
Canada M5J 2J2
(Address of principal executive offices) (Zip Code)

7.5% Convertible Unsecured Subordinated Series 1 Debentures Due January 2019
(Title of the indenture securities)

 

Item 1.	General Information. Furnish the following information as to the trustee:	
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	
Comptroller of the Currency
340 Madison Avenue, 4 th Floor
New York, NY 10017-2613
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
The trustee is authorized to exercise corporate trust powers.
 
Item 2.	Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.	
None.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
 
Item 15.	Not Applicable.	
 
Item 16.	List of exhibits.	
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

Exhibit 1.	  	A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-179383)	
		
Exhibit 2.	  	A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-179383)	
		
Exhibit 3.	  	See Exhibits 1 and 2 above.	
		
Exhibit 4.	  	A copy of the existing by-laws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-179383)	
		
Exhibit 5.	  	Not applicable.	
		
Exhibit 6.	  	The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit 6 to Form T-1 filed with Registration Statement No. 333-179383)	

			
		
Exhibit 7.	  	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.	
		
Exhibit 8.	  	Not applicable.	
		
Exhibit 9.	  	Not applicable.	

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Golden, and State of Colorado, on the 30th day of January, 2014.

Computershare Trust Company, National Association	
		
By:	 	/s/ John Wahl	
	 	John Wahl	
	 	Trust Officer	

Exhibit 7

Consolidated Report of Condition of
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
250 Royall Street, Canton, MA 02021
at the close of business June 30, 2013.

 	  	Dollar Amounts In Thousands	 	
ASSETS	  				
		
Cash and balances due from depository institutions:	  				
Noninterest-bearing balances and currency and coin	  	 	-0-	  	
Interest-bearing balances	  	 	-0-	  	
Securities:	  				
Held-to-maturity securities	  	 	-0-	  	
Available-for-sale securities	  	 	16,853	  	
Federal funds sold and securities purchased under agreements to resell:	  				
Federal funds sold in domestic offices	  	 	-0-	  	
Securities purchased under agreements to resell	  	 	-0-	  	
Loans and lease financing receivables:	  				
Loans and leases held for sale	  	 	-0-	  	
Loans and leases, net of unearned income	  	 	-0-	  	
LESS: Allowance for loan and lease losses	  	 	-0-	  	
Loans and leases, net of unearned income and allowance	  	 	-0-	  	
Trading assets	  	 	-0-	  	
Premises and fixed assets (including capitalized leases)	  	 	-0-	  	
Other real estate owned	  	 	-0-	  	
Investments in unconsolidated subsidiaries and associated companies	  	 	-0-	  	
Direct and indirect investments in real estate ventures	  	 	-0-	  	
Intangible assets:	  				
Goodwill	  	 	7,756	  	
Other intangible assets	  	 	-0-	  	
Other assets	  	 	6,591	  	
	  	 	 	 	
Total assets	  	 	31,200	  	
	  	 	 	 	
LIABILITIES	  				
Deposits:	  				
In domestic offices	  	 	-0-	  	
Noninterest-bearing	  	 	-0-	  	
Interest-bearing	  	 	-0-	  	

Exhibit 7

Federal funds purchased and securities sold under agreements to repurchase:	  				
Federal funds purchased in domestic offices	  	 	-0-	  	
Securities sold under agreements to repurchase	  	 	-0-	  	
Trading liabilities	  	 	-0-	  	
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	  	 	-0-	  	
Not applicable	  				
Not applicable	  				
Subordinated notes and debentures	  	 	-0-	  	
Other liabilities	  	 	1,544	  	
	  	 	 	 	
Total liabilities	  	 	1,544	  	
	  	 	 	 	
EQUITY CAPITAL	  				
Perpetual preferred stock and related surplus	  	 	0	  	
Common stock	  	 	500	  	
Surplus (exclude all surplus related to preferred stock)	  	 	17,011	  	
Retained earnings	  	 	12,115	  	
Accumulated other comprehensive income	  	 	-0-	  	
Other equity capital components	  	 	-0-	  	
Total bank equity capital	  	 	29,656	  	
Noncontrolling (minority) interests in consolidated subsidiaries	  	 	-0-	  	
Total equity capital	  	 	29,656	  	
	  	 	 	 	
Total liabilities and equity capital	  	 	31,200	  	
	  	 	 	 	
I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Robert G. Marshall	
Robert G. Marshall	
Assistant Controller