-----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, JFVeS8CSVA+fXKqU5zN3qPfgiKM0FJzSkVfqc+Yub8kF2ERlFgdiUxHcBk9uj/Ct jcdVt2AZXYpkoBHup5CQYQ== 0000950134-96-001818.txt : 19960513 0000950134-96-001818.hdr.sgml : 19960513 ACCESSION NUMBER: 0000950134-96-001818 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960510 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-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-01371 FILM NUMBER: 96559357 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-3/A 1 AMENDMENT NO.1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on May 9, 1996 Registration No. 333-01371 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 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 Identification No.) organization) 12750 Merit Drive, Suite #1020 Dallas, Texas 75251 214/387-7777 (Address and telephone number of Registrant's principal executive offices) Paul K. Willmott President and Chief Executive Officer 12750 Merit Drive, Suite #1020 Dallas, Texas 75251 214/387-7777 (Name, address and telephone number of agent for service) Copies to: Alfred C. Chidester, Esq. Baker & Hostetler 303 East 17th Avenue Suite 1100 Denver, Colorado 80203 Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement, as determined by the selling stockholders named herein. 2 If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 264(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] CALCULATION OF REGISTRATION FEE
==================================================================================================================== Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of of Securities to be to be Offering Price Aggregate Registration Registered Registered Per Share Offering Price(1) Fee(2) - -------------------------------------------------------------------------------------------------------------------- Common Stock 535,000 shs. $9 11/16 $5,182,813 $1,788 ($.001 par value per share) - --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of the average of the high and low reported sale prices of the Registrant's Common Stock on February 23, 1996 as reported on the National Market System of the National Association of Securities Dealers Automated Quotation System. (2) $1,671 of the registration fee was previously paid. _________________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 3 PROSPECTUS 535,000 SHARES URANIUM RESOURCES, INC. COMMON STOCK _________________________ Uranium Resources, Inc., a Delaware corporation (the "Company"), is registering for possible future resale, from time to time, by the holders thereof (the "Selling Stockholders"), 535,000 presently outstanding shares (the "Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"). See "Selling Stockholders." 500,000 of the Shares were issued upon the partial exercise on December 26, 1995 of warrants (the "Lindner Warrants") issued on May 25, 1995 at an exercise price of $4.00 per share. 35,000 shares were transferred from treasury shares on May 25, 1995 to Grant Bettingen, Inc., a California corporation ("GBI"), in consideration of GBI's assistance in the Company's efforts to raise capital. In connection with such issuances, the Company granted certain registration rights to the Selling Stockholders. The Company has agreed to pay all fees and expenses incurred by the Company incident to such registration. It is estimated that the fees and expenses of the Company in connection with the offering of the Securities will be approximately $18,188. The Company intends to keep the registration statement, of which this Prospectus is a part, effective for a period of at least 90 days from the date of this Prospectus. The Company will not receive any proceeds from the sale of the Shares. The Common Stock is traded on the National Market of the National Association of Securities Dealers, Inc. Automated Quotation System ("the Nasdaq National Market") under the symbol "URIX." On May 6, 1996, the last reported sale price of the Common Stock on the Nasdaq National Market was $15.50 per share. SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES. _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________ The Selling Stockholders may offer the Shares offered hereby from time to time to purchasers directly or through agents, brokers or dealers. Such Shares may be sold at market prices prevailing at the time of sale or at negotiated prices. The agents, brokers or dealers through whom sales are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any amounts received by them in 4 exchange for their services in connection with such sales may be deemed to be underwriting commissions. See "Plan of Distribution." _________________________ May _____, 1996 No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus in connection with the offer made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or solicitation of an offer to buy any of the Shares offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor the sale of or offer to sell the Shares offered hereby shall, under any circumstances, create an implication that there has been no change in the information contained herein or the affairs of the Company since the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information may be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following regional offices: 7 World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such materials may be obtained at prescribed rates from the Public Reference Section of the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common Stock is traded on the Nasdaq National Market. The foregoing materials can also be inspected at the National Association of Securities Dealers, Inc., 1735 K. Street, N.W., Washington, D.C. 20006. The Company has also filed with the Commission a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act with respect to the Shares offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information pertaining to the Company and the Common Stock offered hereby, reference is made to the Registration Statement, copies of which may be inspected without charge at the public reference facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from the Commission upon payment of the prescribed fees. -2- 5 INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission, are hereby incorporated by reference into this Prospectus: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, including the Company's Form 10-K/A dated May , 1996. (b) The description of the Company's Common Stock contained in the Company's registration statement on Form 8-A (Registration No. 0-17171) filed with the Commission under the Exchange Act. All documents filed by the Company after the date of this Prospectus pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior to the termination of the offering hereunder shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such 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 Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is 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 Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Written requests for such copies should be directed to Thomas H. Ehrlich, Vice President and Chief Financial Officer, Uranium Resources, Inc., at the Company's principal executive offices located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251. Telephone requests may be directed to Mr. Ehrlich at (214) 387-7777. -3- 6 RISK FACTORS CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS In 1994 and early 1995, the Company experienced a severe cash shortage. Between January 11, 1995 and January 20, 1995 a total of $2,080,000 cash was transferred from the Company to entities or persons owned, controlled or affiliated with Oren L. Benton ("Benton"). These transfers left the Company without funds to pay its creditors and employees and facing a liquidity crises which could be solved only by raising new capital. In addition to obligations to creditors and employees, the Company needed $4 million for purposes of bringing its Rosita property back into production and making pre-production expenditures at the Company's Kingsville Dome property. The report (the "Report") of the Company's independent public accountants (the "Accountants") with respect to the Company's financial statements for the year ended December 31, 1994 incorporated by reference in this Prospectus stated that the Accountants assumed, in preparing such financial statements, that the Company would continue as a going concern. The Report further indicates, however, that as of December 31, 1994, the Company had a net working capital deficit of $3,107,511 and had assigned most of its 1995 cash flow from supply contracts to one of the Company's creditors, and that such assignment raised substantial doubt as to the Company's ability to generate cash flow and to continue as a going concern. The Report further notes that the transfer of $2.08 million from the Company to entities affiliated with Oren L. Benton further exacerbated the Company's liquidity crisis. For the reasons described below, on January 25, 1996, the Accountants reissued their opinion and removed the going concern modification. On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner Loan") through the issuance of 6.5% secured convertible notes in the aggregate principal amounts of $1,500,000 and $4,500,000 initially convertible at $4.00 per share into 375,000 and 1,125,000 shares of Common Stock to Lindner Investments (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively. In addition, the Company issued immediately exercisable warrants (the "Lindner Warrants") to purchase 375,000 shares and 1,125,000 shares of the Company's Common Stock at an initial exercise price of $4.00 per share to Lindner Investments (on behalf of Lindner Bulwark Fund) and Dividend, respectively. On May 25, 1995, the date on which the Lindner Warrants were issued, the last reported sale price of the Company's Common Stock on the Nasdaq National Market was $3.56 per share. On December 26, 1995, Dividend partially exercised its warrant and purchased 500,000 shares at a purchase price of $4 per share for a total consideration of $2 million. The cash obtained from the Lindner Loan and the partial exercise of the warrant has substantially improved the Company's net working capital position and has enabled the Company to put its Rosita property back into production, effective June 1995, and to begin pre-production activities at Kingsville Dome. The Company's net working capital position at December 31, -4- 7 1995 (unaudited) was a positive $3,998,000, an improvement of over $7,100,000 from its net working capital position at December 31, 1994, due primarily to the consummation of the Lindner Loan and the resumption of uranium production at the Company's Rosita facility in South Texas in June 1995. The Company expects to utilize the cash flow from sales of uranium produced at the Rosita facility to fund the Company's short-term liquidity needs. However, there can be no assurance that such cash flow will be sufficient to meet such needs. Accordingly, the Company is continuing to review additional sources of financing and capital to satisfy its future capital requirements. RISK OF DECREASE IN URANIUM PRICES The Company's earnings will be significantly affected by the price of uranium, which is determined primarily by supply and demand on a worldwide basis and by the relationship of that price to the Company's costs of production. In recent years, imports of uranium, including imports of uranium from the republics comprising the former Soviet Union, have resulted in significant downward pressure on uranium prices. In 1992, the Department of Commerce (the "DOC") ruled that certain of the former Soviet Union republics had sold uranium in the United States at less than fair market value. As a result, the DOC signed suspension agreements with these republics which limited uranium imports and established strict quotas under which such imports could be made. In 1994, the DOC amended certain aspects of the Russian Suspension Agreement (the "Amendment") which permitted the importation of Russian uranium provided that the sale of such material was "matched" with an equal amount of uranium that was mined or produced in the United States after April 1, 1994. The Amendment permits a specified quota volume of Russian uranium to be utilized in the years 1994 through 2003. The total Russian uranium allowed for importation over the ten-year period under this matched program is approximately 43 million pounds. The end user of such matched sales will pay a combined price for each qualifying delivery provided that the price received by the U.S. producer is higher than the unit price. All sales must be to U.S. utilities and the contracts must be finalized after April 1994. The Amendment has allowed U.S. uranium producers to utilize the Russian material to combine with its own production to provide more competitive uranium prices to U.S. utilities. In the third quarter of 1995, the Company signed four matched sales contracts for deliveries beginning in 1995 and continuing through 1998. Total deliveries of the Company's uranium production under these contracts is projected to be approximately 1.1 million pounds and such contracts will utilize nearly all of its 1995 matched sales quota. While the Amendment has provided new sales opportunities with respect to "matched" sales to utilities, the termination or modification of the current "matched sale" program, or the influx of additional low-cost uranium into the U.S. market may impair the Company's ability to enter into additional long-term contracts at prices that permit economical production from, and development of, the Company's uranium properties. -5- 8 The spot market price for uranium has strengthened appreciably since November 1995. Prices have risen from $11.80 per pound on October 31, 1995 to $14.00 per pound on February 13, 1996. While the current spot prices of uranium have increased to levels which exceed the Company's cost of uranium production, there is no assurance that such price level will continue to rise or remain at such prices which would permit the Company to sign additional sales contracts. POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY During 1994, the Company encountered liquidity problems that resulted in the Company entering into certain transactions with companies controlled by Oren L. Benton (the "Benton Companies") whereby the Benton Companies (a) assisted in the restructuring of the Citibank, N.A. debt, (b) arranged for an additional $6.0 million loan to the Company to purchase uranium inventory to secure the restructured debt, (c) advanced the Company $2,250,000 to make debt payments prior to the restructuring, which advances were subsequently converted to common stock and (d) committed to provide the Company with an additional $7.0 million of capital. Further, during January 1995, when the Benton Companies held effective control of the common stock of the Company, the Company transferred $1.0 million to the Benton Companies in connection with a planned joint venture to process uranium at a Benton Company's mill. The specific Benton Companies which were to be part of the planned joint venture did not receive the transferred funds. On February 23, 1995, Benton and various of the Benton Companies filed for protection under Chapter 11 of the Federal Bankruptcy Code (the "Benton Bankruptcy"). Because of the Benton Bankruptcy, the realizability of the Company's $1.0 million investment is doubtful. Also during January 1995, $1.08 million was transferred to certain of the Benton Companies and an individual affiliated with Mr. Benton without the authorization of the Company's Board of Directors. The Company recovered $300,000 in June 1995 of the $1.08 million transfer, but $780,000 has not been recovered and there can be no assurance that the Company's efforts to pursue recovery will be successful. The Company recorded losses totaling $1.78 million for these transactions in 1995. The bankruptcy could also cause a review of the transactions entered into by the Company with the Benton Companies that could potentially result in claims against the Company. The Company is unable to assess what adverse consequences, if any, might result from such review. DEPENDENCE ON A FEW CUSTOMERS Substantially all of the Company's contracted sales of uranium through December 31, 2002 are represented by seven long-term contracts, four of which represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31, 1995. Should any of such customers be unable to perform its obligations to purchase and pay for the uranium it has contracted to buy because of force majeure or otherwise, this would have a material adverse effect on the Company's results of operations. -6- 9 QUARTERLY FLUCTUATIONS IN EARNINGS Revenues, earnings from operations and net income for the Company can fluctuate significantly on a quarter to quarter basis during the year because of the timing of deliveries requested by its utility customers. Accordingly, operating results for any quarter or year-to-date period are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or the entire year. POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL Certain of the Company's employees have significant experience in the uranium in situ leach mining industry. The continued success of the Company could be dependent upon the efforts of these key individuals, and the loss of any one or more of such persons' services could have a material adverse affect on the Company's business operations and prospects. POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS The development and production of uranium is subject to an extensive body of governmental regulations that have a material effect on the economics of the Company's operations and the timing of project development. In particular, the production of uranium is subject to obtaining multiple permits, obtaining adequate water rights and complying with extensive federal and state regulations for the protection of the environment, including regulations relating to air and water quality, the prevention of groundwater contamination, the reclamation and restoration of wellfield aquifers and the treatment, transportation and disposal of liquid and/or solid wastes generated by the Company's uranium mining process. To date, the Company's operations have not been materially and adversely affected by the inability to obtain or maintain required permits or water rights, or by any groundwater contamination or the disposal of waste materials at its mining projects. However, should the Company meet with unforeseen events or be unable to obtain or maintain permits or water rights for development of its properties or otherwise adequately handle future contamination or waste disposal, the Company's operations could be materially and adversely affected by unanticipated expenditures or delays in the Company's ability to initiate or continue production at its properties. LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the Company's outstanding Common Stock was freely transferable without restriction in the United States. For the year ended December 31, 1995, the average weekly volume of trading of the Common Stock on the Nasdaq National Market was 36,994 shares. The thinly traded nature of the Company's Common Stock could result in significant adverse fluctuations in the per share price if large blocks of Common Stock were offered for sale in the trading markets. The Company is registering 535,000 shares of Common Stock pursuant to the Registration Statement of which this Prospectus is a part. The Company intends to keep the Registration Statement effective for at least 90 days. If all the shares registered under the Registration Statement are sold in a short -7- 10 period by the Selling Stockholders, such sale may have the effect of significantly depressing the price of the Common Stock. POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES The Company has 8,645,698 shares of Common Stock outstanding as of December 31, 1995. Approximately 5,721,000 shares are freely transferable without restriction in the United States. The Company believes that the balance of such shares (approximately 2,924,698 shares) are freely transferable without restriction in the United States subject to compliance with the provisions of Rule 144 under the Securities Act. In addition, approximately 1,056,000 shares of Common Stock are reserved for issuance upon the exercise of outstanding options; 1,100,000 shares of Common Stock may be issued upon the exercise of currently outstanding warrants; and 1,500,000 shares of Common Stock may be issued upon the conversion of the Lindner Loan. No determination can be made as to the impact that the issuance of such shares of Common Stock will have on the market price of the Common Stock prevailing from time to time; however, it should be assumed that a substantial increase in the number of outstanding shares available for sale and/or the sale of substantial amounts of Common Stock in the public market could adversely affect prevailing market prices. CONTINUING CONTROL BY THE LINDNER GROUP Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525 outstanding shares of the Company's Common Stock, representing 10.2% of the outstanding shares of Common Stock. Growth, Dividend, and Bulwark (the "Lindner Group") are separate series of Lindner Investments, a Massachusetts business trust that is a registered investment company, and may be deemed collectively as a controlling stockholder and an affiliate of the Company. The Lindner Group is managed by Ryback Management Corporation ("Ryback"), an investment adviser. Ryback has discretionary authority over the shares owned beneficially by the Lindner Group, including the power to vote and dispose of such shares. Ryback also manages the accounts of third parties other than the Lindner Group. Such parties own beneficially 250,000 outstanding shares over which Ryback has discretionary authority to vote and dispose of such shares. The Lindner Group owns beneficially an aggregate of 1,650,525 shares of Common Stock (18.9% of the outstanding Common Stock) and has the right to acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and 1,000,000 shares upon the exercise of the Lindner Warrants. Assuming the Lindner Loan is fully converted into Common Stock and the Lindner Warrants are fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the outstanding Common Stock. Such ownership may have the effect of delaying, deferring, or preventing a change in control of the Company. -8- 11 THE COMPANY The Company was founded in 1977 to acquire, explore and develop uranium properties using the in situ leach mining process. The Company's activities are primarily concentrated in South Texas and New Mexico. The Company's principal office is located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251 and its telephone number is (214) 387-7777. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Shares. DIVIDEND POLICY The Company has never declared or paid cash dividends on its Common Stock. The Company currently intends to retain any earnings for use in its business and therefore does not anticipate paying any cash dividends in the foreseeable future. SELLING STOCKHOLDERS The following table sets forth as of May 6, 1996, the names of the Selling Stockholders, the nature of his, her or its position, office, or other material relationship to the Company or its subsidiaries, if applicable, and the number of shares of Common Stock which such Selling Stockholders owned of record as of the date of this Prospectus. The table also sets forth the number of shares of Common Stock owned by the Selling Stockholders that are offered for sale by this Prospectus and the number of shares of Common Stock to be held by such Selling Stockholders assuming the sale of all the Securities offered hereby. The Company may supplement this Prospectus from time to time to disclose the names, relationships to the Company and holding of Securities of additional Selling Stockholders. -9- 12
Number of Shares of Maximum Number of Common Stock Owned Shares to be Sold Number of Shares of Common Name and Relationship as of February 27, Pursuant to this Stock to be Held Assuming Sale to Company if any(1) 1996 Offering of all the Shares Offered Hereby --------------------- ------------------- ------------------ -------------------------------- Lindner Dividend Fund 2,589,000 (1)(2) 500,000 2,089,000 7711 Carndelet Avenue Suite 700 Clayton, MO 63105 Grant Bettingen, Inc. 135,000(3) 35,000 100,000(3) 19800 Macarthur Boulevard Suite 680 Irvine, CA 92715
________________________ (1) The shares shown in the table do not include 811,525 shares owned beneficially by Growth and 375,000 shares issuable to Bulwark upon conversion of the Notes and 375,000 shares issuable upon exercise of the Lindner Warrants. (2) Includes 839,000 outstanding shares owned beneficially by Dividend, 1,125,000 shares issuable upon conversion of the Notes and 625,000 shares issuable upon exercise of the Lindner Warrants. (3) Includes 100,000 shares which may be obtained upon exercise of a warrant. PLAN OF DISTRIBUTION The Shares covered by this Prospectus are currently outstanding and are owned by the Selling Stockholders . The distribution of the Shares by the Selling Stockholders or by pledgees, donees, transferees or other successors in interest may be effected from time to time in one or more transactions (which may involve block transactions) on the Nasdaq National Market or in the over-the-counter market or otherwise, in negotiated transactions, or a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such transactions by selling the Shares to or through broker dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders or purchasers of Shares for whom they may act as agent (which compensation may be in excess of customary commissions). Such brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales and any commissions received by them may be deemed to be underwriting compensation. In accordance with applicable rules and regulations promulgated under the Exchange Act, any person engaged in the distribution of any of the Shares may not simultaneously engage in market activities with respect to any of the Common Stock for a period of nine business days prior to the commencement of such distribution. In addition and without limiting the foregoing, the Selling Stockholders may be subject to applicable provisions of the Exchange Act and the -10- 13 rules and regulations promulgated thereunder, including, without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing of purchases and sales of Shares by the Selling Stockholders. Certain costs, expenses and fees in connection with the registration of the Securities will be borne by the Company. Commissions, discounts and transfer taxes, if any, attributable to the sales of the Shares will be borne by the Selling Stockholders, as will the costs of legal counsel for the Selling Stockholders. The Selling Stockholders has agreed to indemnify the Company, all other prospective holders of the shares registered hereby or any underwriter, as the case may be, and any of the respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the Securities pursuant to this Prospectus, including liabilities arising under the Securities Act. In addition, the Company has agreed to indemnify the Selling Stockholders, all other prospective holders of the shares registered hereby or any underwriter, as the case may be, and any of their respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the Securities pursuant to this Prospectus, including liabilities arising under the Securities Act. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Baker & Hostetler. EXPERTS The financial statements and schedules incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. Reference is made to said report which includes an explanatory paragraph that describes the transfer of $2.08 million from the Company to entities affiliated with Oren L. Benton and the uncertain effect of the Benton Companies bankruptcy on transactions of the Company discussed in Note 2 to the Financial Statements. -11- 14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Securities and Exchange Commission registration fee $ 1,788 Legal fees and expense $ 5,200* Accounting fees and expenses $ 1,200 Miscellaneous $ 10,000* -------- Total $ 18,071
_________________________ * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his service as a director or officer of the corporation, or his service, at the corporation's request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees) that are actually and reasonably incurred by him ("Expenses"), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him, in connection with the defense or settlement of such action, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The General Corporation Law of the State of Delaware also provides for mandatory indemnification of any director, officer, employee or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the General Corporation Law of the State of Delaware provides the general authorization of advancement of a director's or officer's litigation expenses in lieu of requiring the authorization of such advancement by the board of directors in specific cases, and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or otherwise. II-1 15 The Bylaws of the Company provide for the broad indemnification by the directors and officers of the Company and for advancement of litigation expenses to the fullest extent permitted by current Delaware law. The Company also has entered into indemnification contracts with its directors and officers. The Company maintains a policy of directors and officers liability insurance which reimburses the Company for expenses which it may incur in connection with the foregoing indemnity provisions and which may provide direct indemnification to directors and officers where the Company is unable to do so. ITEM 16. EXHIBITS 5.1 Opinion of Baker & Hostetler, counsel to the Company. 23.2 Consent of Baker & Hostetler (included in Exhibit 5.1). ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales of the registered securities 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 of 1933 (the "Securities Act"), unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and incorporated herein by reference; 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, unless the information required to be included in such post-effective amendment is co in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference; 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 paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in II-2 16 periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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; The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, 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 of 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-3 17 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-3 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 May 7, 1996. 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 has been signed by the following persons in the capacities indicated on May 7, 1996.
Signature Capacity Date --------- -------- ---- /s/ Paul K. Willmott Chairman, Chief Executive ------------------------------------ Officer, President and Director Paul K. Willmott /s/ George R. Ireland* Director ------------------------------------ George R. Ireland /s/ Leland O. Erdahl* Director ------------------------------------ Leland O. Erdahl /s/ James B. Tompkins* Director ---------------------------------- James B. Tompkins /s/ Thomas H. Ehrlich * Vice President, Chief Financial ------------------------------------ and Accounting Officer Thomas H. Ehrlich *By: /s/ Paul K. Willmott ----------------------------------- Paul K. Willmott, as attorney-in-fact
II-4 18 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 5.1 Opinion of Baker & Hostetler, counsel to the Company. 23.2 Consent of Baker & Hostetler (included in Exhibit 5.1).
EX-5.1 2 OPINION OF BAKER & HOSTETLER 1 EXHIBIT 5.1 May 7, 1996 Uranium Resources, Inc. 12750 Merit Drive, Suite 1020 Lock Box 12 Dallas, Texas 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-3 of (i) 500,000 shares of the Company's Common Stock, $0.001 Par Value (the "Shares") to be sold by Lindner Bulwark Fund and Lindner Dividend Fund and (ii) 35,000 shares to be sold by Grant Bettingen, Inc. The Registration Statement on Form S-3 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 of the Company, the Bylaws of the Company, the Minutes of the Board of Directors and Resolutions of Shareholders 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 Shares have been validly issued and are fully paid and nonassessable. We hereby consent to the use of this opinion as part of the Registration Statement. Very truly yours, BAKER & HOSTETLER -----END PRIVACY-ENHANCED MESSAGE-----