frm8-k.htm
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 18, 2009
INTERNATIONAL
COAL GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-32679
(Commission
File
Number)
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20-2641185
(IRS
Employer
Identification
No.)
|
300
Corporate Centre Drive
Scott
Depot, West Virginia
(Address
of Principal Executive Offices)
|
25560
(Zip
Code)
|
(304)
760-2400
(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):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
International Coal Group, Inc. (the
“Company”) has entered into a privately negotiated agreement dated December 18,
2009 pursuant to which it will issue shares of its common stock, par value $0.01
per share (the “Common Stock”), in exchange for up to $30.0 million aggregate
principal amount of its 9.00% Convertible Senior Notes due 2012 (the
“Notes”). The actual number of shares to be issued cannot yet be determined
as they will be based on a calculation that takes into account certain market
and formulaic considerations. In addition, the aggregate principal amount
of the Notes being exchanged will be contingent on certain market conditions,
including the price of the Company's stock exceeding certain
thresholds. The Company expects to issue the shares in a series of
transactions ending on or about January 11, 2010. The Company will report
the actual number of shares issued and the actual aggregate principal amount of
Notes exchanged after determination of those amounts.
The
Company has also entered into another privately negotiated agreement dated
December 18, 2009 pursuant to which it will issue in excess of 8.5 million
shares of its Common Stock in exchange for approximately $30.0 million aggregate
principal amount of the Notes. The Company expects to issue the
shares on or about December 22, 2009. The investor receiving the shares has
agreed not to sell any of the shares prior to February 28, 2010.
The
issuance of Common Stock in connection with the agreements will be made pursuant
to an exemption from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the
Securities Act, on the basis that the exchanges constitute exchanges with
existing holders of the Company’s securities and no commission or other
remuneration was or will be paid or given directly or indirectly to any party
for soliciting such exchanges.
This
Current Report on Form 8-K does not constitute an offer to exchange the Notes or
other securities of the Company for Common Stock or other securities of the
Company.
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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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INTERNATIONAL
COAL GROUP, INC.
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By:
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Name:
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Bradley
W. Harris
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Title:
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Senior Vice President, Chief Financial Officer and Treasurer
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Date: December
21, 2009
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