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Date
of Report (Date of earliest event reported)
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October
17, 2008
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ATLAS
MINING COMPANY
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(Exact
name of registrant as specified in its charter)
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Idaho
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000-31380
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82-0096527
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
||
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1221
Yellowstone, Osburn, Idaho
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83849
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(Address
of principal executive offices)
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(Zip
Code)
|
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(208)
556-1181
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|
Issuer's
telephone number, including area code
|
||||
|
N/A
|
|
(Former
name or former address, if changed since last
report.)
|
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230-425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
3.02
|
Unregistered
Sales of Equity Securities
|
|
The
information set forth below in Item 5.02 is hereby incorporated by
reference in its entirety.
|
|
Item
5.02
|
Departure
of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
|
|
On
October 17, 2008, the Board of Directors appointed David A. Taft as a
director of the Company and determined that Mr. Taft is to be compensated
for his services as a director at the rate of $10,000 a quarter. At the
election of Mr. Taft, any such payment may be made in cash or in
restricted common stock of the Company, whose price shall be the average
price per share at the daily closing of the last five trading days leading
up to the first business day of the quarter to which such payment
applies. Issuance of shares to Mr. Taft will be
made in reliance on the exemption found in Section 4(2) of the Securities
Act of 1933.
Mr.
Taft is the President of IBS Capital LLC, a Massachusetts limited
liability company (“IBS”). IBS is the present general partner of The IBS
Turnaround Fund (QP) (A Limited Partnership), a Massachusetts Limited
Partnership (“QP Turnaround Fund”) and The IBS Turnaround Fund (A Limited
Partnership), a Massachusetts Limited Partnership (“LP Turnaround Fund”)
and the investment adviser of The IBS Opportunity Fund (BVI), a British
Virgin Islands international business company (“Opportunity
Fund”). IBS is the beneficial owner of the shares of the
Company held by the QP Turnaround Fund, LP Turnaround Fund, and the
Opportunity Fund.
The
QP Turnaround Fund, the LP Turnaround Fund and the Opportunity Fund have
made the following acquisitions of common stock from the
Company since January 1, 2007:
(1)
On January 10, 2007 QP Turnaround Fund purchased 1,150,000 shares and the
LP Turnaround Fund purchased 331,482 shares, all of which were purchased
from the Company in a private placement. The purchase price for such
shares was $1.35 per share.
(2)
On May 23, 2008 QP Turnaround Fund purchased 413,262 shares at a price of
$0.60 per share, and LP Turnaround Fund purchased 170,071 shares at a
price of $0.60 per share. All of such shares were purchased from the
Company in a private placement.
(3)
On June 27, 2008, QP Turnaround Fund purchased 1,538,685 shares at a price
of $0.50 per share and LP Turnaround Fund purchased 461,315 shares at a
price of $0.50 per share. All of such shares were purchased from the
Company in a private placement.
(4)
On September 23, 2008, QP Turnaround Fund purchased 1,019,265
shares at a price of $0.50 per share, and LP Turnaround Fund purchased
680,735 shares at a price of $.50 per share (of the shares purchased by
the QP Turnaround Fund and the LP Turnaround Fund, on September 24, 2008
such funds sold 564,805 shares and 210,195 shares, respectively, to the
Opportunity Fund at a price of $.50 per share). All of such shares were
purchased from the Company in a private placement.
As
of September 25, 2008, QP Turnaround Fund holds 8,670,398 shares of common
stock of the Company, LP Turnaround Fund holds 3,226,742 shares of common
stock of the Company and the Opportunity Fund holds 2,075,275 shares of
common stock of the Company.
|
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ATLAS
MINING COMPANY
|
|||
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(Registrant)
|
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|
Date:
|
October
22, 2008
|
/s/
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MICHAEL
LYON
|
|
By: Michael
Lyon
|
|||
|
Chief
Executive Officer and President
|