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): January 11, 2010
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)
|
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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¨
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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.
As
previously reported, International Coal Group, Inc. (the “Company”) entered into
a privately negotiated agreement dated December 18, 2009 pursuant to which it
agreed to 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”) based on certain
formulaic considerations. In connection with that agreement, the Company
issued, or plans to issue, approximately 6.9 million shares of its Common Stock
in exchange for $24.5 million aggregate principal amount of the
Notes.
The
issuance of common stock in connection with the agreement was 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 exchange constituted an exchange with
existing holders of our 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.
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: January
12, 2010