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 May, 2006 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 May 25, 2006, 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. 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: May 25, 2006 By: /s/Mary Batoff -------------------- -------------------------- Mary Batoff Title: Vice President, Legal and Secretary EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 1 Code of Conduct