Item 5.03, the Registrant’s
stockholders elected Mark D. Dacko, Stephen D. King, Norman D. Lowenthal and
H.
Vance White as directors, each to serve until the Registrant’s 2008 annual
meeting of stockholders or until his successor is elected and qualified.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
3.1
|
|
Amended
and Restated Articles of Incorporation (effective as of September
24,
2007).
|
This
Current Report shall not constitute an offer to sell or the solicitation of
an
offer to purchase any securities. An offer of securities in the United States
pursuant to a business combination transaction will only be made through a
prospectus which is part of an effective registration statement filed with
the
Securities and Exchange Commission (the “SEC”). In connection with the
Registrant’s proposed merger with Easyknit, as previously disclosed by the
Registrant in certain of its filings with the SEC, Easyknit will file a
registration statement on Form F-4, which will include a proxy statement of
Wits
Basin that also constitutes a prospectus of Easyknit, and other documents with
the SEC. Such registration statement, however, is not currently available.
SHAREHOLDERS OF WITS BASIN ARE URGED TO READ THE DEFINITIVE REGISTRATION
STATEMENT ON FORM F-4 AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS THAT WILL
BE
PART OF THE DEFINITIVE REGISTRATION STATEMENT ON FORM F-4, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The final proxy
statement/prospectus will be mailed to shareholders of Wits Basin. Investors
and
security holders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing relevant information
about Wits Basin and Easyknit without charge, at the SEC’s website
(http://www.sec.gov) once such documents are filed with the SEC. Copies of
the
proxy statement/prospectus will also be available, without charge, once they
are
filed with the SEC by directing a request to Wits Basin’s Investor Relations at
Lighthouse Communications (866) 739-0390 or info@lhcom.bz.
Easyknit
and Wits Basin, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Wits Basin’s
shareholders with respect to the proposed merger. Information about Easyknit’s
directors and executive officers will be available in Wits Basin’s proxy
statement to be filed with the SEC as referenced above. Information about Wits
Basin’s directors and officers will be available in Wits Basin’s proxy statement
to be filed with the SEC as referenced above, and is currently available in
Wits
Basin’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006
filed with the SEC on April 16, 2007 and other public filings with the SEC
made
by Wits Basin. Other information about the participants in the proxy
solicitation and a description of their direct and indirect interests (by
security holdings or otherwise) will be contained in the proxy statement and
other relevant materials after they are filed with the SEC.
The
statements included in this Current Report on Form 8-K concerning predictions
of
economic performance and management's plans and objectives constitute
forward-looking statements made pursuant to the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A
of the Securities Act of 1933, as amended. This Current Report contains
forward-looking statements that involve risks and uncertainties that could
cause
actual results to differ materially. Such statements are valid only as of today,
and we disclaim any obligation to update this information. These statements
are
subject to known and unknown risks and uncertainties that may cause actual
future experience and results to differ materially from the statements made.
These statements are based on our current beliefs and expectations as to such
future outcomes. These risks and uncertainties include, without limitation,
the
parties’ ability to consummate or terminate the merger, and other risks and
uncertainties described in the Registrant’s filings from time to time with the
SEC.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
Wits
Basin Precious Minerals Inc.
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||
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Date:
September 27, 2007
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By:
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/s/
Mark D. Dacko
|
|
Mark
D. Dacko
|
||
|
Chief
Financial Officer
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||
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
3.1
|
|
Amended
and Restated Articles of Incorporation (effective as of September
24,
2007).
|