Form 6-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

 

 

NORTH AMERICAN PALLADIUM LTD.

(Name of Registrant)

 

130 Adelaide Street West

Suite 2116

Toronto, Ontario

Canada  M5H 3P5

(Address of Principal Executive Offices)

 

Indicate by checkmark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F    o      Form 40-F    x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o

 

Indicate by checkmark whether the registrant, by furnishing the information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes     o   Assigned    File No.                        No     x

 

If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).

 

 

 

This report on Form 6-K is specifically incorporated by reference as an Exhibit into North American Palladium’s registration statement on Form F-10 (File No. 333-147126).

 

The underwriting agreement, dated September 22, 2009, attached hereto as Exhibit 99.1, contains representations and warranties by each of the parties to such agreement. These representations and warranties have been made solely for the benefit of the other party to the underwriting agreement and:

 

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the underwriting agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

· were made only as of the date of the underwriting agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 6-K (including the Exhibits attached hereto) not misleading. Additional information about the Registrant may be found elsewhere in the Registrant s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

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, thereunto duly authorized.

 

 

			NORTH AMERICAN PALLADIUM LTD.
Date:	September 23, 2009		By:	/s/ Trent Mell
				Trent C. A. Mell
				Vice President, General Counsel & Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Underwriting Agreement, dated September 22, 2009

 

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