0001179110-11-010196.txt : 20110629 0001179110-11-010196.hdr.sgml : 20110629 20110629163404 ACCESSION NUMBER: 0001179110-11-010196 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110627 FILED AS OF DATE: 20110629 DATE AS OF CHANGE: 20110629 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: 11939309 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: 11939308 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 2011-06-27 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 2011-06-27 4 P 0 1250000 1.6 A 21235699 I See Notes 1, 7 and 9. 10% PIK-Election Covertible Notes 1 Common Stock 1000000 2 I See Notes 1, 2 and 7. 10% PIK-Election Covertible Notes 1 Common Stock 15278 2 I See Notes 1, 6, and 7. 10% PIK-Election Covertible Notes 1 Common Stock 50764 2 I See Notes 1, 7 and 8. 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 manager of The IBS Opportunity Fund, Ltd. ("Opportunity Fund"). 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 amounts payable are convertible under the October 2010 $1.00 Primary Notes include: (i) 650,000 Shares into which the amount 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 the amount 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 October 2010 $1.00 Primary Notes, December-October 2010 $1.00 Interest Notes, and June 2011-October 2010 Interst Notes shall be referred to herein as the "Notes." The Notes have a maturity date of December 15, 2018. At the noteholder's option, the outstanding amount payable under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such outstanding amount payable into Common Stock at the conversion price of $1.00 per Share (the "Conversion Price"). The outstanding amount payable under a Note shall be mandatorily converted into Common Stock 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 outstanding amounts payable 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-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 the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 5,347 Shares into which the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the LP Fund is 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. The reported securities are directly beneficially owned by QP Fund, the LP Fund and/or the Opportunity Fund. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. On June 15, 2011, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "June 2011-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 50,764 Shares into which outstanding amounts are convertible under the June 2011-October 2010 $1.00 Interest Notes include: (i) 32,997 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 17,767 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the LP Fund is convertible. The principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the QP Fund was $32,997 and the principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the LP Fund was $17,767. As of June 27, 2011 IBS Capital indirectly beneficially owned 21,235,699 Shares, which consisted of: (i) 11,767,567 Shares directly beneficially owned by the QP Fund; (ii) 5,306,538 Shares directly beneficially owned by the LP Fund; and (iii) 4,161,594 Shares directly beneficially owned by the Opportunity Fund. IBS Capital LLC, by David A. Taft, Manager 2011-06-29 IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) By IBS Capital LLC, Its General Partner, David A. Taft, Manager 2011-06-29