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
11, 2007
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Metalline
Mining Company
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-27667
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91-1766677
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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Of
incorporation)
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File
Number)
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Identification
No.)
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1330
E. Margaret Avenue, Coeur d'Alene, Idaho
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83815
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (208)
665-2002
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry in to a Material Definitive Agreement.
On
June
11, 2007, the Board of Directors of Metalline Mining Company (the “Company”)
declared a distribution of one common stock purchase right (“Right”) for each
outstanding share of common stock, par value $0.01 per share (the “Common
Stock”), of the Company, payable to stockholders of record on June 22, 2007 (the
“Record Date”). Each Right, when exercisable, entitles the registered holder to
purchase from the Company shares of Common Stock at a price of $20 (the
“Purchase Price”), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the “Rights Agreement”) dated as of
June 11, 2007, between the Company and OTC Stock Transfer, as Rights Agent
(the
“Rights Agent”).
Initially,
the Rights will be attached to all certificates representing shares of Common
Stock then outstanding, and no separate certificates evidencing the Rights
will
be distributed. The Rights will separate from the Common Stock and a
distribution of Rights Certificates (as defined below) will occur upon the
earlier to occur of (i) 10 days following a public announcement that a person
or
group of affiliated or associated persons (an “Acquiring Person”) has acquired
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the “Stock Acquisition Date”) or (ii) 10 business days (or such later date as
the Board of Directors of the Company may determine) following the commencement
of, or the first public announcement of the intention to commence, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person of 20% or more of the outstanding shares of Common Stock
(the earlier of such dates being called the “Distribution Date”).
Until
the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates, and will be transferred with and only with the Common Stock
certificates, and (ii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on (i) June 11, 2008 if the Company’s shareholders do not
approve the Agreement before that date; or, if the Agreement is approved, (ii)
on June 11, 2017, unless such date is extended, the Rights Agreement is
terminated, or the Rights are earlier redeemed or exchanged by the Company
as
described below. The Rights will not be exercisable by a holder in any
jurisdiction where the requisite qualification to the issuance to such holder,
or the exercise by such holder, of the Rights has not been obtained or is not
obtainable.
As
soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Rights Certificates”) will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will evidence the Rights.
Except as otherwise determined by the Board of Directors of the Company, only
shares of Common Stock issued prior to the Distribution Date will be issued
with
Rights.
In
the
event that a Person becomes the beneficial owner of 20% or more of the then
outstanding shares of Common Stock, except pursuant to an offer for all
outstanding shares of Common Stock which the Directors determine to be fair
to
and otherwise in the best interests of the Company and its stockholders (a
“Qualifying Offer”), each holder of a Right will, after the end of a redemption
period referred to below, have the right to exercise the Right by purchasing,
for an amount equal to the Purchase Price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value
equal to two times such amount. Notwithstanding any of the foregoing, following
the occurrence of the events set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. Rights are
not
exercisable following the occurrence of the events set forth above until such
time as the Rights are no longer redeemable by the Company as set forth
below.
For
example, at a Purchase Price of $20 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth
in
the preceding paragraph would entitle its holder to purchase $40 worth of Common
Stock (or other consideration, as noted above) for $20. Assuming that the Common
Stock had a per share value of $10 at such time, the holder of each valid Right
would be entitled to purchase four shares of Common Stock for $20.
In
the
event that at any time following the Stock Acquisition Date, (i) the Company
is
acquired in a merger or other business combination transaction (other than
a
merger that follows a Qualifying Offer), or (ii) 50% or more of the Company’s
assets or earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall, after the
expiration of the redemption period referred to below, have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the Purchase Price of the Right (e.g., common stock of the
acquiring company having a value of $40 for the $20 Purchase Price). At any
time
after a person or group of affiliated or associated persons becomes an Acquiring
Person and prior to the acquisition by such person of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange
the
Rights (other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock (or,
in
certain circumstances, other equity securities of the Company that are deemed
by
the Board of Directors of the Company to have the same value as shares of Common
Stock) per Right (subject to adjustment).
The
Purchase Price payable, and the number of Common Stock or other securities
or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution under certain circumstances.
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares will be issued and in lieu thereof, an adjustment
in
cash will be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
In
general, the Board of Directors of the Company, may cause the Company to redeem
the Rights in whole, but not in part, at any time during the period commencing
on June 11, 2007 and ending on the tenth business day following the Stock
Acquisition Date (the “Redemption Period”) at a price of $0.01 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by
the
Board of Directors of the Company) (the “Redemption Price”). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem the
Rights will require the concurrence of a majority of the Board of Directors.
After the Redemption Period has expired, the Company’s right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to 10%
or
less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company and there are no other Acquiring Persons.
Immediately upon the action of the Board of Directors of the Company ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.01 Redemption Price.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote
or
to receive dividends. While the distribution of the Rights will not be subject
to federal taxation to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth
above.
Except
with respect to the Redemption Price of the Rights, any of the provisions of
the
Rights Agreement may be amended by the Board of Directors of the Company prior
to the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company in
order to cure any ambiguity, defect or inconsistency or to make changes which
do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen time period under the Rights
Agreement; provided however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not
redeemable.
The
Rights have certain anti−takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire the Company without
conditioning the offer on a substantial number of Rights being acquired, or
in a
manner or on terms not approved by the Board of Directors of the Company. The
Rights, however, should not deter any prospective offeror willing to negotiate
in good faith with the Board of Directors of the Company, nor should the Rights
interfere with any merger or other business combination approved by the Board
of
Directors of the Company.
Item
3.03 Material Modification to Rights of Security Holders.
The
information contained in Item 1.01, which includes information on the Rights
and
the Rights Agreement, is incorporated herein by reference
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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4.1
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Rights
Agreement, dated as of June 11, 2007, between the Company and OTC
Stock
Transfer, as Rights Agent (incorporated by reference to Exhibit 1
to the
Company’s Registration Statement on Form 8-A filed on June 12, 2007).
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99.1
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Press
release dated June 12,
2007.
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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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Metalline
Mining Company
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Date:
June 11, 2007
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By: |
/s/ Merlin
Bingham |
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Name:
Merlin Bingham
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