-----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, WQOA2Xj7mdQoAkO9Tu5jiJGEBdkifzMmVscnXUnoRqDjY3e+2hUv24ySGGWmRMs5 nejPlQO2RDtxhntKnWIvNA== 0001157523-07-012454.txt : 20071221 0001157523-07-012454.hdr.sgml : 20071221 20071221160656 ACCESSION NUMBER: 0001157523-07-012454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071220 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33404 FILM NUMBER: 071323273 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 8-K 1 a5573811.txt URANIUM RESOURCES, INC. 8-K 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 20, 2007 ---- Uranium Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 0-17171 75-2212772 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 405 State Highway 121 Bypass Building A, Suite 110 75067 Lewisville, TX (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 219-3330 ----------------------------------------------------------------------- (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 19, 2007, the Company orally notified The Nasdaq Stock Market, Inc. ("NASDAQ") that as a result of certain action taken on November 1, 2007, it no longer met the requirement that a majority of it's board of directors be comprised of independent directors as defined in Rule 4200. On November 1, 2007, the Company's Compensation Committee granted a stock option to Leland O. Erdahl, a director of the Company. The Black-Scholes valuation of this stock option grant exceeded $100,000.00 on the date of grant. Upon further review of this matter, it was determined that this stock option grant created the circumstance whereby Mr. Erdahl no longer met the qualifications of an independent director. NASDAQ Marketplace Rule 4530 (c)(1) requires that a listed company's board of directors be composed of a majority of the board of directors that are independent directors as defined in Rule 4200. Upon review of this matter and the determination that the stock option grant created the circumstance that Mr. Erdahl no longer met the qualifications of an independent director, Mr. Erdahl, the Compensation Committee of the Board of Directors and the Board of Directors agreed to rescind the stock option grant. On December 20, 2007, the Compensation Committee of the Board of Directors and the Board of Directors of the Company, acted, and rescinded the stock option grant made to Mr. Erdahl on November 1, 2007. No shares of common stock were issued in connection with the stock option grant. The Compensation Committee and the Board of Directors of the Company also adopted a resolution in a meeting held on December 20, 2007, that no stock option grants would be made to Mr. Erdahl until the next compensation year of the Company, that is, the twelve months ending December 31, 2008. The Company intends that it's actions taken regarding the rescission of the stock option grant and the resolution that no stock option grants will be made until the next compensation year of the Company will resolve this matter and return the Company to compliance under NASDAQ Marketplace Rule 4530 (c)(1). Written notification of this matter has been forwarded to NASDAQ on December 21, 2007 for their review. Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 6, 2007, the Board of Directors of Uranium Resources, Inc. (the "Company") amended the Restated Bylaws of the Company. The terms of certain Sections of the Restated Bylaws of the Company, as amended, are attached as Exhibit 3.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. -------- Exhibit No. Description -------------- ------------------------------------------------- 3.1 Certain Amended Sections of the Restated Bylaws SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Uranium Resources, Inc. --------------------------------------- (Registrant) December 21, 2007 /s/ THOMAS H. EHRLICH - ----------------------------------- --------------------------------------- (Date) Thomas H. Ehrlich Vice President and Chief Financial Officer Exhibit Index Exhibit Number Description - -------------- ----------- Exhibit 3.1 Restated Bylaws of Uranium Resources, Inc., as such terms were amended by the Board of Directors on August 6, 2007 EX-3.1 2 a5573811ex3-1.txt EXHIBIT 3.1 Exhibit 3.1 The following sets forth the terms of certain Sections of the Restated Bylaws of Uranium Resources, Inc., as such terms were amended by the Board of Directors on August 6, 2007: Section 4.6. The Chairman of the Board shall preside at all meetings of the Shareholders and the Board of Directors. Section 4.7. The President of the Company shall be the chief executive officer of the Corporation and shall have general powers of oversight, supervision, and management of the business and affairs of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and may sign, with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute , in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements, or other instruments, except in cases where the signing and execution thereof shall be expressly authorized by the Board to some other officer or agent. The President shall in the absence or disability of the Chairman of the board, perform the duties of the Chairman. Unless the Board of Directors shall otherwise delegate such duties, the President shall be ex-officio a member of all standing committees. -----END PRIVACY-ENHANCED MESSAGE-----