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 October, 2005 Commission File Number: 1-15142 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 [ ] 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). -------------------------------------------------------------------------------- This report on Form 6-K, dated October 17, 2005, is specifically incorporated by reference into North American Palladium's registration statement on Form S-8 (File No. 333-13766), which was originally filed with the Securities and Exchange Commission (the "SEC") in July 2001. Forward-Looking Statements - Certain statements included in this report on Form 6-K are forward-looking statements which are made pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. They include estimates and statements that describe North American Palladium's future plans, objectives and goals, including words to the effect that North American Palladium or management expects a stated condition or result to occur. When used herein, words such as "expect", "continue", "estimate", "anticipate", "will", "appears", "indicating", "may" and other similar expressions are intended to identify forward-looking statements. In particular statements relating to the ore production, the construction and commissioning and the exploration programs and objectives are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond our control that may cause actual results or performance to differ materially from those currently anticipated in such statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include among others fluctuations in grade, and geological, mining, processing or technical problems. For a more comprehensive review of risk factors, please refer to North American Palladium's most recent Annual Report under "Management's Discussion and Analysis of Financial Results" and Annual Information Form under "Risk Factors" on file with the U.S. Securities and Exchange Commission and Canada provincial securities regulatory authorities. North American Palladium disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. 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: October 17, 2005 By: /s/ Mary Batoff ------------------------------- ------------------------------- Mary Batoff Title: Vice President, Legal and Secretary -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Description of Exhibit -------------------------------------------------------------------------------- 1 Material Change Report dated October 13, 2005 2 Material Change Report dated October 17, 2005