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

For the month of February, 2013	  	Commission File Number: 1-15142	

NORTH AMERICAN PALLADIUM LTD.
(Name of Registrant)

200 Bay Street
Royal Bank Plaza, South Tower
Suite 2350
Toronto, Ontario
Canada M5J 2J2
(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  ¨                     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):   ¨
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):   ¨
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  ¨     Assigned    File No.  ____________ No  x
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).

 

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:	 	February 13, 2013	 		 	By:	 	/s/ Tess Lofsky	
	 		 		 		 	Tess Lofsky	
	 		 		 		 	Vice President, General Counsel &	
	 		 		 		 	Corporate Secretary	

EXHIBIT INDEX

Exhibit	  	Description of Exhibit	
		
1	  	News Release – “North American Palladium Files Base Shelf Prospectus”	

Exhibit 1
North American Palladium Files Base Shelf Prospectus
Toronto, Ontario, February 13, 2013 – North American Palladium Ltd. (“NAP” or the “Company”) (TSX: PDL) (NYSE MKT: PAL) announced today that it has filed a final base shelf prospectus with applicable securities regulators in each of the provinces of Canada and a corresponding registration statement with the United States Securities and Exchange Commission.
The filing is part of the Company’s standard course of business, to replace the shelf prospectus that expired in 2012. The shelf prospectus allows NAP to make offerings of common shares (including flow-through shares), debt securities, warrants, and subscription receipts in an aggregate principal amount of up to US$300 million during the 25-month period that the shelf prospectus remains effective. The nature, size and timing of any such financings depend, in part, on NAP’s assessment of its requirements for funding and general market conditions.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the shelf prospectus are available on request from the contact listed below or at www.sedar.com and www.sec.gov.
About North American Palladium
NAP is an established precious metals producer that has been operating its flagship Lac des Iles mine (LDI) located in Ontario, Canada since 1993. LDI is one of only two primary producers of palladium in the world, and is currently undergoing a major expansion to increase production and reduce cash costs per ounce. NAP operates with the vision of becoming a low cost mid-tier precious metals producer, with a target to grow production to over 250,000 ounces of palladium in the next few years. The Company’s shares trade on the NYSE MKT under the symbol PAL and on the TSX under the symbol PDL.
For further information please contact:
Camilla Bartosiewicz
Director, Investor Relations and Corporate Communications
Telephone: 416-360-7374
Email: camilla@nap.com
Forward-Looking Information
Certain information in this news release relating to North American Palladium Ltd., including the use of proceeds, is forward looking and related to anticipated events and strategies. When used in this context, words such as “will”, “anticipate”, “believe”, “plan”, “intend”, “target” and “expect” or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties, which include, but are not limited to, regulatory and government decisions, economic conditions, and availability and cost of financing. Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, North American Palladium Ltd. disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.