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 4, 2007
Coeur dAlene Mines Corporation
(Exact name of registrant as specified in its charter)
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IDAHO |
(State or other jurisdiction |
of incorporation or organization) |
1-8641 |
(Commission File Number) |
82-0109423 |
(IRS Employer Identification No.) |
505 Front Ave., P.O. Box I |
Coeur dAlene, Idaho, 83816 |
(Address of Principal Executive Offices) |
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(208) 667-3511 |
(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 Instructions
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)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On December 4, 2007, Coeur dAlene Mines Corporation (Coeur), Bolnisi Gold NL (Bolnisi)
and Palmarejo Silver and Gold Corporation (Palmarejo) agreed to amend the merger implementation
agreements relating to the acquisition by Coeur of Bolnisi and Palmarejo to revise the timeline for
completion of the required regulatory processes and receipt of the required court approvals as a
result of the adjournment of Coeurs special meeting of shareholders. The special meeting of
shareholders was adjourned on December 3, 2007 due to lack of quorum and was reconvened on December
7, 2007. On December 7, 2007, the required vote to approve an amendment to Coeurs articles of
incorporation and to issue new shares of Coeur common stock in connection with the merger was
obtained.
The foregoing description of the amendments to the merger implementation agreements does not
purport to be complete and is qualified in its entirety by reference to the full text of such
amendments filed as exhibits hereto.
Item 8.01 Other Events
On December 7, 2007, Coeur announced that at the special meeting of Coeurs shareholders, the
requisite vote of shareholders was obtained to approve an amendment to Coeurs articles of
incorporation and to issue new shares of Coeur common stock in connection with the acquisition by
Coeur of Bolnisi and Palmarejo. In addition, Coeur provided an update on the transaction.
The foregoing information does not purport to be complete and is qualified in its entirety by
reference to the full text of the press release filed as an exhibit hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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Exhibit 2.1
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Fourth Amending Agreement dated December 5, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among Coeur
dAlene Mines Corporation, Coeur dAlene Mines Australia Pty
Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL and other
consents/amendments |
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Exhibit 2.2
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Second Amendment dated December 4, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur dAlene
Mines Corporation and Palmarejo Silver and Gold Corporation,
as amended to date |
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Exhibit 99.1
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Press Release dated December 7, 2007 |
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