-----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, FR4pyIVozZoj56sk9M9EKE6yQ7+JsQuY+hcMCOtTwEnk+PA9xFUL+obAmRDj9g0W QN8Lv8kgb4FrIDwIcD+ryA== 0001209191-07-058231.txt : 20071012 0001209191-07-058231.hdr.sgml : 20071012 20071012191504 ACCESSION NUMBER: 0001209191-07-058231 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071003 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BACON LOUIS M CENTRAL INDEX KEY: 0001051290 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08733 FILM NUMBER: 071170555 BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127827325 MAIL ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS STREET 2: MOORE CAPITAL MANAGEMENT INC CITY: NEW YORK STATE: NY ZIP: 10020 3 1 bod50515_bod1lmb.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-10-03 0 0000072316 NORD RESOURCES CORP NRDS 0001051290 BACON LOUIS M C/O MOORE CAPITAL MANAGEMENT, LLC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Special Warrants (right to buy) 0 2007-12-02 Common Stock 4926000 I See Footnote The Reporting Person acquired the Special Warrants reported herein for a purchase price of $0.75 per Special Warrant in a private placement offering by NRDS which closed on June 6, 2007 (the "Offering"). Each Special Warrant represents the right to receive upon conversion thereof: (i) one share of the Issuer's common stock, par value $0.01 per share (a "Share"); and (ii) one-half of a common stock purchase warrant, with a whole common stock purchase warrant (a "Warrant") entitling the holder thereof to purchase one Share for a purchase price of $1.10. The Special Warrants will convert automatically into Shares and Warrants upon the satisfaction by NRDS of one of the conditions described in Note (3). The Special Warrants will be convertible at the option of the holder on December 2, 2007, which is 180 days after the closing of the Offering. The Warrants will be exercisable immediately upon their issuance. Each Special Warrant will convert automatically into one Share and one-half of a Warrant and will expire immediately thereafter on the earlier of: (i) the date which is the third business day following the date on which the Shares and Warrants issuable upon the conversion of the Special Warrants are qualified for distribution to the public in relevant provinces of Canada; (ii) the date that is four months and one day following the date on which NRDS becomes a reporting issuer in a jurisdiction of Canada; or (iii) June 5, 2009. Each Warrant will expire on June 6, 2012. This number assumes: (i) the conversion of all Special Warrants held by the Reporting Person; and (ii) the exercise of all Warrants issued upon the conversion of the Special Warrants by the Reporting Person. The conversion price for the Special Warrants is nil. The exercise price for each Warrant is $1.10. The Special Warrants reported herein are held for the account of an exempted limited partnership organized under the laws of the Commonwealth of the Bahamas for which Moore Capital Management, LLC, a New York limited liability company, ("MCM") serves as discretionary investment manager. The Reporting Person is the chairman, chief executive officer and director of MCM. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ James E. Kaye, Attorney-in-Fact 2007-10-12 EX-24 2 d50515lmb.htm POWER OF ATTORNEY Exhibit 24
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and Anthony J. DeLuca, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, LLC and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or states of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
     This power of attorney shall be valid from the date hereof until revoked by me.
     IN WITNESS WHEREOF, I have executed this instrument as of the July 5, 2007.
         
     
     /s/ Louis M. Bacon    
    Louis M. Bacon   
       
 

 

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