UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 4, 2007
IDAHO
GENERAL MINES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Idaho
(State
or
Other Jurisdiction of Incorporation)
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000-50539
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91-0232000
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(Commission
File Number)
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(IRS
Employer Identification No.)
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80401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(303)
928-8599
(Registrant’s
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):
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
Into a Material Definitive Agreement
Agreement
and Plan of Merger
Idaho
General Mines, Inc., an Idaho corporation (“Idaho General”), has entered into an
Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 5,
2007, with General Moly, Inc., a Delaware corporation and wholly-owned
subsidiary of Idaho General (“General Moly” or the “Surviving Corporation”).
Pursuant to the Merger Agreement Idaho General will merge with and into General
Moly, with General Moly being the surviving entity (the “Reincorporation
Merger”). The Reincorporation Merger will become effective at 5:00 p.m. (Pacific
Time) on October 8, 2007 (the “Effective Date”).
The
Reincorporation Merger was duly approved by Idaho General’s shareholders at the
Annual
Meeting of Shareholders of Idaho General held on October 4, 2007. A
copy of
the Merger Agreement is attached hereto as Exhibit 99.1.
From
and
after the Effective Date, General Moly will possess all of the rights,
privileges, powers, and franchises of Idaho General, and Idaho General’s debts
and liabilities will become the debts and liabilities of General Moly.
Additionally, pursuant to the Merger Agreement, from and after the Effective
Date, the Certificate of Incorporation and Bylaws of General Moly will be the
Certificate of Incorporation and Bylaws of the Surviving Corporation.
A
copy of
the Certificate of Incorporation of General Moly is attached hereto as Exhibit
3.1. A copy of the Bylaws of General Moly is attached hereto as Exhibit 3.2.
Fourth
Amendment to Shareholders Rights Agreement
On
October 4, 2007, Idaho General entered into the Fourth Amendment (the “Rights
Plan Amendment”) to the Shareholders Rights Agreement dated as of September 22,
2005 (as amended from time to time, the “Rights Plan”), between Idaho General
and Registrar and Transfer Company as the Rights Agent. Pursuant to the Rights
Plan Amendment, the Rights Plan was terminated effective as of October 4, 2007.
The
Rights Plan Amendment was duly approved by Idaho General’s shareholders at the
Annual
Meeting of Shareholders of Idaho General held on October 4, 2007.
A
copy of
the Rights Plan Amendment is attached hereto as Exhibit 4.1.
Amendment
to 2006 Equity Incentive Plan
At
the
Annual
Meeting of Shareholders of Idaho General held on October 4, 2007, the
shareholders of Idaho General approved an amendment to Idaho
General’s
2006
Equity Incentive Plan (the “2006 Plan”) to increase the aggregate number of
shares authorized for issuance under the 2006 Plan by 1,600,000 shares.
Indemnification
Agreements
Effective
October 4, 2007, General Moly entered into indemnification agreements (each,
an
“Indemnification Agreement”) with each of its directors and officers. The form
of Indemnification Agreement provides that, among other things and subject
to
the terms and conditions set forth in the Indemnification Agreement, General
Moly will (a) indemnify the Indemnitee (as defined in the Indemnification
Agreement) to the fullest extent permitted by the laws of the State of Delaware
and (b) advance expenses to the Indemnitee.
A
copy of
the form of Indemnification Agreement is attached hereto as Exhibit
10.18.
Item
3.03 Material
Modification to Rights of Security Holders
In
connection with the Reincorporation Merger, disclosed under Item 1.01 above,
as
of the Effective Date, (a) each share of Idaho General common stock, par value
$.001 per share, issued and outstanding immediately before the Effective Date
will be converted automatically into and become one (1) share of General Moly
common stock and (b) each
option, warrant or other security of Idaho General issued and outstanding
immediately prior to the Effective Date will be (i) converted into and
shall be an identical security of the Surviving Corporation subject to the
same
agreement and terms as then exist with respect thereto, and (ii) otherwise
in the case of securities to acquire common stock of Idaho General, converted
into the identical right to acquire the same number of shares of General Moly
common stock as the number of shares of common stock of Idaho General that
were
acquirable pursuant to such option, warrant or other security. Additionally,
pursuant to the Merger Agreement
and by
virtue of the Reincorporation Merger,
each
stock option and other equity incentive plan adopted by Idaho General and in
effect immediately prior to the Effective Date will be adopted and assumed
by
General Moly.
As
disclosed under Item 1.01 above, Idaho General has entered into the Rights
Plan
Amendment, pursuant to which the Rights Plan was terminated effective October
4,
2007.
Prior
to
the Effective Date of the Reincorporation Merger disclosed under Item 1.01
above, Idaho General’s corporate affairs were governed by the laws of the State
of Idaho and Idaho General’s Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws. From and after the Effective Date, the Certificate
of Incorporation and Bylaws of General Moly became the Certificate of
Incorporation and Bylaws of the Surviving Corporation. In addition, the
corporate affairs of General Moly are governed by the corporate law of the
State
of Delaware. Accordingly, the constituent instruments defining the rights of
the
holders of Idaho General capital stock prior to the Effective Date will be,
from
and after the Effective Date, the Certificate of Incorporation and Bylaws of
General Moly, copies of which are attached hereto as Exhibits 3.1 and 3.2,
respectively. Additionally, as a result of the Reincorporation Merger, Delaware
corporate law will generally be applicable in the determination of the rights
of
the stockholders of General Moly under state corporate laws.
Item
8.01 Other
Events
On
October 5, 2007, Idaho General issued a press release (the “Press Release”)
announcing the results of its Annual
Meeting of Shareholders held on October 4, 2007, the Reincorporation Merger
and
Idaho General’s decision to move the Mt. Hope project into the development
stage. The Company also announced that, in connection with the Reincorporation
Merger, the Company’s common stock will commence trading on the American Stock
Exchange (“AMEX”) under the name General Moly on October 9, 2007 and the ticker
symbol will remain “GMO.” A copy of the Press Release is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Following
the Reincorporation Merger, the securities of General Moly will be deemed
registered under Section 12(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) by virtue of Rule 12g-3 of the Exchange Act.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| 3.1 |
Certificate
of Incorporation of General Moly, Inc.
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| 3.2 |
Bylaws
of General Moly, Inc.
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| 4.1 |
Fourth
Amendment to Shareholders Rights Agreement
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| 10.18 |
Form
of Indemnification Agreement
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| 99.1 |
Agreement
and Plan of Merger
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| 99.2 |
Press
Release of Idaho General Mines, Inc. dated October 5,
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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IDAHO
GENERAL MINES, INC. |
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(Registrant) |
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Date:
October 5, 2007
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By:
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/s/
David A. Chaput
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David
A. Chaput
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Chief
Financial Officer
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