-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KM0ApHI4BbLDlJ7UgQjfb/mMWM/kxjZKzaQO0pb3emMfF1YVIQUAZTdN5q9mc7/0 +mJeu2auq78eVbhcz83N+Q== 0001062993-07-000575.txt : 20070220 0001062993-07-000575.hdr.sgml : 20070219 20070216190741 ACCESSION NUMBER: 0001062993-07-000575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORD RESOURCES CORP CENTRAL INDEX KEY: 0000072316 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 850212139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08733 FILM NUMBER: 07633040 BUSINESS ADDRESS: STREET 1: 1 WEST WETMORE ROAD, SUITE 203 CITY: TUCSON STATE: AZ ZIP: 85705 BUSINESS PHONE: 520-292-0266 MAIL ADDRESS: STREET 1: 1 WEST WETMORE ROAD, SUITE 203 CITY: TUCSON STATE: AZ ZIP: 85705 8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604)609-0244 - Nord Resources Corporation - Form 8K

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

February 15, 2007
Date of Report (Date of earliest event reported)

NORD RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 0-26407 85-0212139
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)    

1 West Wetmore Road, Suite 203
Tucson, Arizona 85705
(Address of principal executive offices) (Zip Code)

520-292-0266
Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] 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))


TABLE OF CONTENTS

Item Description
8.01 Other Events
9.01 Financial Statements and Exhibits

2.


SECTION 8 – Other Events

Item 8.01 Other Events

Nord Resources Corporation (“Nord”) has issued a news release announcing that Nord has delivered a Notice of Termination to Platinum Diversified Mining, Inc. (“Platinum”) respecting the proposed acquisition of Nord by Platinum in the all-cash merger transaction (the “Merger”).

In the Notice of Termination and pursuant to the terms of the Merger Agreement, Nord has made a demand of Platinum to pay Nord a termination fee of $2,000,000 no later than the close of business on Tuesday, February 20, 2007. In addition, Nord has reserved all of its rights to pursue Platinum for damages.

The delivery of the Notice of Termination follows a request by Platinum to re-negotiate the Merger consideration.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

* Filed herewith.

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.

    NORD RESOURCES CORPORATION
       
       
    By:
DATE: February 16, 2007   /s/ John Perry
      John Perry
      Chief Financial Officer

3.


EX-99.1 2 exhibit99-1.htm PRESS RELEASE Filed by Automated Filing Services Inc. (604)609-0244 - Nord Resources Corporation - Exhibit 99.1

FOR IMMEDIATE RELEASE

NEWS RELEASE

Nord Resources Corporation
1 W. Wetmore Road, Suite 203
Tucson, Arizona 85705
Tel: (520) 292-0266 Fax: (520) 292-0268

Nord Resources Corporation Announces
Termination of Merger Agreement

Thursday, February 15, 2007

SOURCE: Nord Resources Corporation

TUCSON, Arizona., February 15, 2007 - Mr. Ronald Hirsch, Chairman of the Board of Directors of Nord Resources Corporation ("Nord") (Other OTC: NRDS.PK - News) announced today that Nord has delivered a Notice of Termination to Platinum Diversified Mining, Inc. (“Platinum”) respecting the proposed acquisition of Nord by Platinum in the all-cash merger transaction (the “Merger”).

In the Notice of Termination and pursuant to the terms of the Merger Agreement, Nord has made a demand of Platinum to pay Nord a termination fee of $2,000,000 no later than the close of business on Tuesday, February 20, 2007. In addition, Nord has reserved all of its rights to pursue Platinum for damages.

The delivery of the Notice of Termination follows a request by Platinum to re-negotiate the Merger consideration.

Commenting on the termination of the Merger Agreement, Mr. Hirsch said: “We are obviously disappointed by the conduct of Platinum, including most recently with respect to its attempt to re-negotiate the Merger consideration; however, with the Merger Agreement and Platinum behind us, we are now free to pursue other alternatives to maximize shareholder value.”

For information contact:

Ronald A. Hirsch, Chairman, (949) 715-6745.

Website: www.nordresources.com

Forward-Looking Statement Disclaimer
This release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this release are based on current estimates and actual results may differ materially due to risks associated with the fact that


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Nord may be unable to collect the termination fee or other damages and complete a value-maximizing transaction. Nord’s business and operations are subject to the risks set forth in Nord’s most recent Form 10-KSB, Form 10-QSB and other SEC filings which are available through EDGAR at www.sec.gov. These are among the primary risks we foresee at the present time. Nord assumes no obligation to update the forward-looking statements.


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