0001179110-11-005636.txt : 20110330 0001179110-11-005636.hdr.sgml : 20110330 20110330190002 ACCESSION NUMBER: 0001179110-11-005636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110328 FILED AS OF DATE: 20110330 DATE AS OF CHANGE: 20110330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Applied Minerals, Inc. CENTRAL INDEX KEY: 0000008328 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820096527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 BUSINESS ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-226-4256 MAIL ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: ATLAS MINING CO DATE OF NAME CHANGE: 19990716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IBS CAPITAL LLC CENTRAL INDEX KEY: 0001414860 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31380 FILM NUMBER: 11723403 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 310-5160 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) CENTRAL INDEX KEY: 0001415021 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31380 FILM NUMBER: 11723404 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 310-5160 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 4 1 edgar.xml FORM 4 - X0303 4 2011-03-28 0 0000008328 Applied Minerals, Inc. AMNL 0001414860 IBS CAPITAL LLC ONE INTERNATIONAL PLACE SUITE 2401 BOSTON MA 02110 1 0 1 0 0001415021 IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) ONE INTERNATIONAL PLACE STE 2410 BOSTON MA 02110 0 0 1 0 Common Stock 2011-03-28 4 P 0 2500000 .8 A 19434124 I See Notes 1 and 10. 10% PIK-Election Covertible Notes 1 Common Stock 500000 2 I See Notes 1 and 2. 10% PIK-Election Covertible Notes 1 Common Stock 4027 2 I See Notes 1 and 3. 10% PIK-Election Covertible Notes 1 Common Stock 100000 2 I See Notes 1 and 4. 10% PIK-Election Covertible Notes 1 Common Stock 25202 2 I See Notes 1 and 8. 10% PIK-Election Covertible Notes 1 Common Stock 15278 2 I See Notes 1 and 9. IBS Capital LLC ("IBS Capital") is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) ("QP Fund") and The IBS Turnaround Fund (A Limited Partnership) ("LP Fund"). IBS Capital is the investment adviser of The IBS Opportunity Fund, Ltd. ("Opportunity Fund"). The QP Fund, LP Fund and Opportunity Fund shall be referred to herein as the "Funds." On May 17, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "May 2010 $1.00 Primary Notes") on substantially the same terms and conditions. The 500,000 shares of common stock of the issuer ("Common Stock" or "Shares") into which outstanding amounts are convertible under the May 2010 $1.00 Primary Notes include: (i) 260,000 Shares into which amounts payable under the May 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 240,000 Shares into which amounts payable under the May 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the May 2010 $1.00 Primary Note issued to the QP Fund was $260,000 and the principal amount of the May 2010 $1.00 Primary Note issued to LP Fund was $240,000. On June 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "June 2010 $1.00 Interest Notes") in respect of interest due on the May 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 4,027 Shares into which outstanding amounts are convertible under the June 2010 $1.00 Interest Notes include: (i) 2,094 Shares into which amounts payable under the June 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 1,933 Shares into which amounts payable under the June 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the June $1.00 Interest Note issued to the QP Fund was $2,094 and the principal amount of the June $1.00 Interest Note issued to the LP Fund was $1,933. On October 21, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "October 2010 $1.00 Primary Notes") on substantially the same terms and conditions. The 1,000,000 Shares into which outstanding amounts are convertible under the October 2010 $1.00 Primary Notes include: (i) 650,000 Shares into which amounts payable under the October 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 350,000 Shares into which amounts payable under the October 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the October 2010 $1.00 Primary Note issued to the QP Fund was $650,000 and the principal amount of the October 2010 $1.00 Primary Note issued to LP Fund was $350,000. The May 2010 $1.00 Primary Notes, June 2010 $1.00 Interest Notes, October 2010 $1.00 Primary Notes, December-May 2010 $1.00 Interest Notes, and December-October 2010 $1.00 Interest Notes shall be referred to herein as the "Notes." The Notes have a maturity date of December 15, 2018. At the noteholder's option, amounts outstanding under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such amounts outstanding into Common Stock at the conversion price of $1.00 per Share (the "Conversion Price"). The amount outstanding under a Note shall be mandatorily converted into Common Stock of the issuer at the Conversion Price on the earliest date that is one year after the Note's date of issuance when each of the following conditions have been satisfied: (i) the issuer's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of shares into which the outstanding amount under a Note is convertible or (b) the shares are resalable under Rule 144. On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-May 2010 $1.00 Interest Notes") in respect of interest due on the May 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 25,202 Shares into which outstanding amounts are convertible under the December-May 2010 $1.00 Interest Notes include: (i) 13,105 Shares into which amounts payable under the December-May 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 12,097 Shares into which amounts payable under the December-May 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the December-May 2010 $1.00 Interest Note issued to the QP Fund was $13,105 and the principal amount of the December-May 2010 $1.00 Interest Note issued to the LP Fund was $12,097. On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 15,278 Shares into which outstanding amounts are convertible under the December-October 2010 $1.00 Interest Notes include: (i) 9,931 Shares into which amounts payable under the December-October 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 5,347 Shares into which amounts payable under the December-October 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the December-October 2010 $1.00 Interest Note issued to the QP Fund was $9,931 and the principal amount of the December-October 2010 $1.00 Interest Note issued to the LP Fund was $5,347. As of March 28, 2011, IBS Capital beneficially owned 19,434,124 Shares, which consisted of: (i) 10,774,748 Shares directly held by the QP fund; (ii) 4,836,782 Shares directly held by the LP Fund; and (iii) 3,822,594 Shares directly held by the Opportunity Fund. IBS Capital LLC, by David A. Taft, Manager 2011-03-30 IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) By IBS Capital LLC, Its General Partner, David A. Taft, Manager 2011-03-30