-----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, GS7sh3Jx7EDcu4mjy2wtLbaaaEwwAWylRwuey2ZrA3/2LYoXDmkSta447u29gOIV 338C+2T6oIYRb+hB+//rPQ== 0001183740-08-000619.txt : 20081128 0001183740-08-000619.hdr.sgml : 20081127 20081126181018 ACCESSION NUMBER: 0001183740-08-000619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081125 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081128 DATE AS OF CHANGE: 20081126 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: 081219103 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 f8k112508.htm UNITED STATES

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

November 25, 2008
Date of Report (Date of earliest event reported)

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

 

DELAWARE
(State or other jurisdiction of incorporation)

1-08733
(Commission File Number)

85-0212139
(IRS Employer Identification No.)

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


85705
(Zip Code)

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

Not applicable.
(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

1.01

Entry Into a Material Definitive Agreement

9.01

Financial Statements and Exhibits

2


 

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

On November 25, 2008, Nord Resources Corporation ("Nord") entered into an extension agreement (the "Extension Agreement") with JC Rock LLC ("JC Rock") in order to extend the term of the Agreement for Purchase and Sale of Waste Rock from the Johnson Camp Mine dated February 25, 2004 (the "Agreement"). The following summary of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the Extension Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Pursuant to the terms of the Extension Agreement, JC Rock may continue to process and sell Waste Rock from the Johnson Camp Mine through January 31, 2009. Further, JC Rock may continue to sell Waste Rock only in the ordinary course of business and will not liquidate or otherwise hold a "fire sale" of the Waste Rock. Upon termination of the Agreement JC Rock will stop selling the Waste Rock and all Waste Rock will remain the property of Nord. All other terms and conditions of the Agreement will remain in full force and effect.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Description

10.1

Fourteenth Amendment to the Agreement for Purchase and Sale of Waste Rock from the Johnson Camp Mine dated November 25, 2008

3


 

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

DATE: November 26, 2008

By:        /s/ Wayne M. Morrison
             
             Wayne M. Morrison
             Chief Financial Officer

EX-10 2 f8k112508ex101.htm F8K112508EX101

EXTENSION AGREEMENT

 

This Extension Agreement extends that Agreement for Purchase and Sale of Waste Rock from the Johnson Camp Mine dated February 25, 2004, by and between Nord Resources Corporation, a Delaware corporation (as Seller), and JC Rock, LLC, an Arizona limited liability company (as Purchaser), whose address is 6860 South Nogales Highway, Tucson, Arizona (the "Agreement").

BACKGROUND INFORMATION

A. The Agreement was entered into in 2004 and has been extended at various times by the parties. This Extension Agreement is intended to extend the Agreement through January 31, 2009, at which time the Agreement will terminate.

B. This Extension Agreement provides for said extension and certain terms of termination of the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the extension of the Agreement and mutual covenants contained herein, the parties hereto agree as follows:

    1. Purchaser may continue to process and sell Waste Rock from the Property through January 31, 2009.
    2. During the remaining term of this extension, Purchaser may continue to sell Waste Rock only in the ordinary course of business at the prices it currently charges. Purchaser will not liquidate or otherwise hold a "fire sale" of the Waste Rock.
    3. Upon the termination of the Agreement, Purchaser will cease to sell Waste Rock from the Property and the Waste Rock on the Property, whether processed or unprocessed, will remain the property of Seller.
    4. At the end of the term of this Extension Agreement, Purchaser shall have sixty (60) days to remove its equipment from the Property and leave the Property in reasonably clean condition. Purchaser will not create any environmental hazards on the Property. Provided that the Property is left by Purchaser in reasonably good condition, Seller will accept said Waste Rock in lieu of Purchaser's obligation to conduct remediation on the Property.
    5. Seller agrees that Purchaser may act through its designee or agent during the period of this extension.
    6. All other terms and conditions of the Agreement shall remain in full force and effect.


 

SELLER:

NORD RESOURCES CORPORATION
a Delaware corporation

11/25/08
Date

By: /s/ Wayne Morrison
Its: VP & CFO

   
 

PURCHASER:

JC ROCK, LLC
an Arizona limited liability company

11/24/08
Date

By: /s/ James Rodman
Its: Member

CONSENT:

The undersigned, by his signature below, consents and agrees to be bound by the provisions of this Extension Agreement.

11/18/08
Date

/s/ Sean Hofhine
SEAN HOFHINE

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