UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 2013
URANIUM RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-33404 |
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75-2212772 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification No.) |
6950 S. Potomac Street, Suite 300 |
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80112 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (303) 531-0470
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2013, Mr. John H. Pfahl notified the Board of Directors of Uranium Resources, Inc. (the Company) of his decision to resign from the Board, effective immediately, as the result of his relocation to Australia. Mr. Pfahl joined the Board of Directors in June 2012 and served on the Board of Directors Audit Committee and Nominating and Corporate Governance Committee. Mr. Pfahls resignation is not the result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
Also on December 27, 2013, the Board of Directors, in accordance with the Companys Amended and Restated Bylaws, appointed Mr. Tracy A. Stevenson to the Board of Directors and Audit Committee, effective immediately. The appointment of Mr. Stevenson, who qualifies as an independent director under applicable NASDAQ rules, fills the vacancy created by the departure of Mr. Pfahl from the Board.
Mr. Stevenson was nominated to the Board of Directors by Resource Capital Fund V L.P. (RCF), the Companys largest stockholder, as provided by the terms of the Stockholders Agreement between RCF and the Company dated March 1, 2012, as subsequently modified by the Bridge Loan Agreement between the parties dated December 17, 2012, and the Loan Agreement between RCF and the Company dated November 13, 2013, whereby RCF has the right to designate two nominees to the Companys Board of Directors so long as RCF holds more than 25% of the Companys common stock on a partially diluted basis or any obligations remain outstanding under the Loan Agreement. There have been no related party transactions between the Company and Mr. Stevenson.
Mr. Stevenson will receive compensation similar to the Companys other non-employee directors, which is described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2013. The Company also granted an option to purchase 5,000 shares of the Companys common stock to Mr. Stevenson in connection with his joining the Board.
Item 8.01 Other Events.
On December 30, 2013, the Company issued a press release announcing the resignation of Mr. Pfahl and the appointment of Mr. Stevenson to the Board of Directors. The press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release dated December 30, 2013. |
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 hereunto duly authorized.
Dated: December 30, 2013 |
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URANIUM RESOURCES, INC. | |
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By: |
/s/ Jeffrey L. Vigil |
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Name: |
Jeffrey L. Vigil |
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Title: |
Vice PresidentFinance and Chief Financial Officer |
Exhibit 99.1
NEWS |
6950 South Potomac St.
Suite 300
Centennial, CO 80112
Investor Contact:
Deborah K. Pawlowski
Kei Advisors LLC
716.843.3908
dpawlowski@keiadvisors.com
Uranium Resources Announces Changes in Board of Directors
Tracy A. Stevenson joins Board;
John H. Pfahl resigns position due to relocation out of country
CENTENNIAL, CO, December 30, 2013 Uranium Resources, Inc. (NASDAQ: URRE) (URI) announced today that the Board of Directors accepted the resignation of John H. Pfahl and appointed Tracy A. Stevenson as a Director, both effective December 27, 2013.
Paul K. Willmott, Chairman of the Board, commented, John has been a valued contributor to the Board, and we appreciated his advice and influence as we brought in new management, reduced costs and continued to advance our strategy. We expect that Tracy as well will provide his experience and knowledge to our efforts to build shareholder value.
Regarding his service on URIs Board of Directors, Mr. Pfahl noted, As I relocate to Australia, I leave a Company that I believe has an experienced goal-driven management team, an extensive asset base and great potential. It was a pleasure to serve with a very talented and experienced Board that has overseen measurable change and progress at URI.
Tracy A. Stevenson, a founding member of Bedrock Resources, LLC, a private financial advisory firm focused on natural resource businesses, previously was Global Head of Information Systems and Global Head of Business Process Improvement at Rio Tinto PLC. In addition, he served as Executive Vice President, Chief Financial Officer and a director of Comalco Ltd. and as Chief Financial Officer and a director of Kennecott Corporation. Mr. Stevenson, a CPA, graduated Magna Cum Laude with a Bachelor of Science Degree in Accounting from the University of Utah in 1977. Mr. Stevenson has served as a director of Quaterra Resources Inc. since July 2007. He was its Non-Executive Chairman from February 2008 to June 2013. Mr. Stevenson also serves as a director of Vista Gold Corp. and previously served as a director of Ivanhoe Mines Ltd. In addition, he is a founding member of SOS Investors LLC, a private investment firm.
Mr. Stevenson said, As we face this challenging uranium market environment, I look forward to serving on the Board of URI and contributing to value creation.
About Uranium Resources, Inc.
Uranium Resources, Inc. explores for, develops and restores uranium projects. URI has over 206,600 acres of uranium mineral holdings in New Mexico, processing facilities and properties in Texas, and an NRC license to recover up to three million pounds of uranium per year using the in situ recovery (ISR) process. The Company acquired these properties over the past 20 years, along with an extensive information database of historic drill hole logs, assay certificates, maps and technical reports.
-MORE-
Uranium Resources routinely posts news and other information about the Company on its website at www.uraniumresources.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as expects, estimates, projects, anticipates, believes, could, and other similar words. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to advancing the Companys strategy, the Companys mineralized uranium materials, and the planned recovery at the Companys properties are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the Companys ability to raise additional capital in the future, spot price and long-term contract price of uranium, the outcome of negotiations with the Navajo Nation, the Companys ability to reach agreements with current royalty holders, weather conditions, operating conditions at the Companys projects, government and tribal regulation of the uranium industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, maintaining sufficient financial assurance in the form of sufficiently collateralized surety instruments and other factors which are more fully described in the Companys documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Companys underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Companys forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
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