-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEihftEHy3MosnSQ3DyZ8I3JZJolSDt8IPFUFMY1hh7mAcEMEbCeuaMo0F+mWyAi RyinNqemZQD0jn6p7rdpgQ== 0000950134-95-003106.txt : 19951122 0000950134-95-003106.hdr.sgml : 19951122 ACCESSION NUMBER: 0000950134-95-003106 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951121 EFFECTIVENESS DATE: 19951210 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64481 FILM NUMBER: 95595390 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on November 21, 1995 -- Registration No. 33-______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ URANIUM RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 75-2212772 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251 --------------------------------------- (Address of Principal Executive Offices)(Zip Code) -------------- URANIUM RESOURCES, INC. WALLACE M. MAYS OPTION GRANT (Full title of the plan) -------------- PAUL K. WILLMOTT CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT URANIUM RESOURCES, INC. 12750 MERIT DRIVE, SUITE 1020 DALLAS, TEXAS 75251 TELEPHONE: (214) 387-7777 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: ALFRED C. CHIDESTER BAKER & HOSTETLER 303 EAST 17TH AVENUE, SUITE 1100 DENVER, COLORADO 80203 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered price per share(1) aggregate offering registration fee(2) price(1) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share 50,000 $4.75 $237,500 $100 - -----------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h), based on the exercise price of $4.75 per share. (2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed maximum aggregate offering price of $237,500. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted by the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K, as amended, for the year ended December 31, 1994; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1994; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed February 5, 1990 pursuant to Section 12(g) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. II-1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Indemnification provisions for directors, officers and controlling persons of the Registrant against liability, including liability under the Securities Act is provided for by the Registrant's Certificate of Incorporation and Bylaws as well as the Delaware General Corporation Law. Under the Certificate of Incorporation and Bylaws of the Registrant, each person who is or was a director, officer or controlling persons of the Registrant will be indemnified by the Registrant as a matter of right to the extent permitted or authorized by law. The effects of the Certificate of Incorporation, the Bylaws and the Delaware General Corporation Law may be summarized as follows: (a) Under Delaware law, to the extent that such a person is successful on the merits in defense of a suit or proceeding brought against him by reason of the fact that he is a director or officer of the Registrant, he shall be indemnified against expenses (including attorneys' fees) reasonably incurred in connection with such action; (b) In other circumstances, a director or officer of the Registrant may be indemnified against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interest of the Registrant, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; however, in an action or suit by or in the right of the Registrant to procure a judgment in its favor, such person will not be indemnified if he has been adjudged to be liable to the Registrant unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper. A determination that indemnification of a director or officer is proper will be made by a disinterested majority of the Registrant's Board of Directors, by independent legal counsel, or by the stockholders of the Registrant; and (c) The Registrant's Certificate of Incorporation contains a provision which eliminates, to the fullest extent permitted by the Delaware General Corporation Law, the liability of directors of the Registrant from monetary damages arising from any breach of fiduciary duties as a member of the Registrant's Board of Directors. This provision will not eliminate liability, for among other matters, (i) breaches of duty of loyalty, (ii) acts or omissions not in good faith or knowing violations of law, (iii) unlawful payments of dividends or unlawful stock purchases or redemption, or (iv) any transaction from which the director derived an improper personal benefit. II-2 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this Registration Statement. ITEM 9. UNDERTAKINGS. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 5 (c) Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 21 day of November, 1995. URANIUM RESOURCES, INC. By: /s/ Paul K. Willmott -------------------------------- Paul K. Willmott Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and as of the date indicated.
Signature Title Date --------- ----- ---- /s/ Paul K. Willmott Chairman of the Board, Chief Executive November 21, 1995 - --------------------------------------------- Officer and President Paul K. Willmott (Principal Executive Officer) /s/ Leland O. Erdahl Director November 21, 1995 - --------------------------------------------- Leland O. Erdahl /s/ George R. Ireland Director November 21, 1995 - --------------------------------------------- George R. Ireland /s/ James B. Tompkins Director November 21, 1995 - ------------------------------------------- James B. Tompkins /s/ Thomas H. Ehrlich Vice President and Chief Financial November 21, 1995 - -------------------------------------------- Officer (Principal Financial Officer Thomas H. Ehrlich and Principal Accounting Officer)
II-5 7 INDEX TO EXHIBITS Exhibit Sequentially Number Description Numbered Page - ------- ----------- ------------- 4.1 Non-Qualified Stock Option Agreement dated July 31, 1995, between the Registrant and Wallace M. Mays. 4.2 Article 4 of the Certificate of Incorporation of the Registrant. 5.1 Opinion of Baker & Hostetler. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Baker & Hostetler - included in Exhibit 5.1. EX-4.1 2 STOCK OPTION AGREEMENT 1 EXHIBIT 4.1 2 NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT is entered into July 31, 1995, between Uranium Resources, Inc., a Delaware corporation (the "Company"), and Wallace M. Mays, an individual (the "Optionee"), with reference to the following facts: A. the Company desires to grant an option to Optionee; and B. Optionee desires to accept such option. NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Option. The Company hereby grants to Optionee an irrevocable option to purchase up to 50,000 shares of the Common Stock of the Company (the "Shares") at a price of $4.75 per Share. This option shall expire at 5:00 p.m. Central time, on May 31, 1998. 2. Exercise of Option. Subject to Optionee's compliance with the terms of the letter agreement between the Company and Optionee dated July 31, 1995, a copy of which is attached hereto (the "Letter Agreement"), this option may be exercised by delivery of written notice to the Company stating the number of Shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment shall be made in cash or by certified check or by bank cashiers' check. The Optionee hereby agrees to pay to the Company at the time such written notice is delivered to the Company any federal, state, or local taxes of any kind required by law to be withheld with respect to the option granted hereunder. If the Optionee does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Optionee from the Company, any such federal, state, or local taxes of any kind required by law to be so withheld. Breach (as determined by a final non-appealable court order) by Optionee of the Letter Agreement shall render this option null and void. 3. Reserved Shares. The Company has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this agreement. During the term of this agreement the Company shall take such action as may be necessary to maintain at -1- 3 all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder. 4. Assignment or Transfer. This option may not be assigned or transferred without the prior written consent of the Company, except pursuant to the laws of descent and distribution. 5. Compliance with Law. This option shall not be exercised, and no Shares shall be issued in respect hereof, unless (a) in compliance with federal and applicable state securities or other laws and (b) the Company obtains any approval or other clearance from any federal or state governmental agency which the Company in its sole discretion shall determine to be necessary or advisable. 7. Legends and Representations. (a) The certificates evidencing Shares purchased pursuant to this option shall bear any legends deemed necessary by the Company. (b) As a condition to the exercise of this option, Optionee will deliver to the Company such signed representations as may be necessary, in the opinion of counsel satisfactory to the Company, for compliance with applicable federal and state securities law. 8. Notice. All notices or other communications desired to be given hereunder shall be in writing and shall be deemed to have been duly given upon receipt, if personally delivered, or on the third business day following mailing by United States first class mail, postage prepaid, and addressed as follows: If to the Company: Paul Willmott, President Uranium Resources, Inc. 12750 Merit Drive, Suite 1020 Lock Box 12 Dallas, Texas 75251 If to Optionee: Wallace M. Mays 303 East 17th Avenue, Suite 700 Denver, Colorado 80203 or to such other address as either party shall give to the other in the manner set forth above. -2- 4 9. Tax Treatment. Optionee acknowledges that the tax treatment of this option, Shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by this Agreement. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. 10. Nonqualified Status. This option is not intended to be an "Incentive Stock Option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and it shall not be treated as an Incentive Stock Option, whether or not, by its terms, it meets the requirements of Section 422. 11. Adjustments. The number of shares of Common Stock covered by the Option, as well as the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock of the Company. In the event of the proposed merger or consolidation of the Company or dissolution or liquidation of the Company, the Board shall notify the Optionee at least thirty (30) days prior to such proposed action. To the extent it has not been previously exercised, the option will terminate immediately prior to the consummation of such proposed action. IN WITNESS WHEREOF, the Company and Optionee have executed this Stock Option Agreement effective as of the date first set forth above. The Company URANIUM RESOURCES, INC. By: /s/ PAUL WILLMOTT -------------------------- Title: President -3- 5 The Optionee Wallace M. Mays /s/ WALLACE M. MAYS - ------------------------------ -4- EX-4.2 3 ARTICLE 4 OF THE CERTIFICATE OF INCORPORATION 1 EXHIBIT 4.2 2 CERTIFICATE OF INCORPORATION OF URANIUM RESOURCES, INC. ARTICLE 4 The aggregate number of shares which the corporation has authority to issue is Twelve Million Five Hundred Thousand (12,500,000) shares, $0.001 par value per share. The shares are designated as common stock and have identical rights and privileges in every respect. The holders of the stock of the corporation shall have no preemptive rights to subscribe for any securities of the corporation. EX-5.1 4 OPINION OF BAKER & HOSTETLER 1 EXHIBIT 5.1 2 EXHIBIT 5.1 November 21, 1995 Uranium Resources, Inc. 12750 Merit Drive, Suite 1020 Lock Box 12 Dallas, TX 75251 Gentlemen: We have acted as counsel for Uranium Resources, Inc. (the "Company") in connection with the registration under the Securities Act of 1933 (the "Act") on Form S-8 of 50,000 shares of the Company's Common Stock, $0.001 Par Value (the "Shares") covered by a Non-Qualified Stock Option Agreement dated July 31, 1995, between the Company and Wallace M. Mays (the "Option Agreement"). The Registration Statement on Form S-8 and exhibits thereto filed with the Securities and Exchange Commission under the Act are referred to herein as the "Registration Statement." We have examined the Certificate of Incorporation, the Bylaws and the Minutes of the Board of Directors of the Company, the applicable laws of the State of Delaware and a copy of the Registration Statement. Based on the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Company is authorized to issue and to sell the Shares; and the Shares, when issued pursuant to the terms of the Option Agreement will be fully paid and nonassessable. We hereby consent to the use of this opinion as a part of the Registration Statement. Very truly yours, BAKER & HOSTETLER EX-23.1 5 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. /s/ Arthur Andersen, LLP ------------------------- Denver, Colorado, November 21, 1995 -----END PRIVACY-ENHANCED MESSAGE-----