0001157523-13-000201.txt : 20130122 0001157523-13-000201.hdr.sgml : 20130121 20130122164333 ACCESSION NUMBER: 0001157523-13-000201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130115 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130122 DATE AS OF CHANGE: 20130122 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: 13540763 BUSINESS ADDRESS: STREET 1: 405 STATE HIGHWAY BYPASS 121 STREET 2: BUILDING A, SUITE 110 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 9722193330 MAIL ADDRESS: STREET 1: 405 STATE HIGHWAY BYPASS 121 STREET 2: BUILDING A, SUITE 110 CITY: LEWISVILLE STATE: TX ZIP: 75067 8-K 1 a50537042.htm 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):      January 15, 2013

URANIUM RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Delaware

 

001-33404

 

75-2212772

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

405 State Highway 121 Bypass, Building A, Suite 110

Lewisville, Texas

 

75067

(Address of principal executive offices)

(Zip Code)

 (972) 219-3330
(Registrant's telephone number, including area code)

(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):

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 January 15, 2013, Uranium Resources, Inc. (“URI” or the “Company”) received a Staff Determination Letter from the NASDAQ notifying URI that its securities will be subject to delisting from the NASDAQ Stock Market even though the reverse stock split has been approved because the Company will not regain compliance until the closing bid price for its common stock exceeds $1.00 for a minimum of 10 consecutive business days under Rule 5550(a)(2).  In accordance with NASDAQ rules, URI has requested a hearing with the NASDAQ Hearing Panel to appeal the determination letter, which will stay the action until the Company has completed the hearing and the Hearing Panel has issued its decision.

As previously disclosed, on January 17, 2012, the Company received a letter from NASDAQ indicating that, for 30 consecutive trading days, the closing bid price per share of the Company’s common stock had been below the $1.00 minimum per share requirement for continued listing under NASDAQ Listing Rule 5550(a)(2). The Company was provided 180 calendar days, or until July 16, 2012, to regain compliance. On July 17, 2012, the Company was provided an additional 180 calendar days, or until January 14, 2013, to regain compliance.  

As previously disclosed, the Company’s shareholders approved a reverse stock split of the Company’s common stock at a special meeting held January 14, 2013.

Item 7.01 Regulation FD Disclosure

On January 18, 2013, the Company issued a press release to announce that it has set 5:00 p.m. eastern time on January 28, 2013 as the record date for its previously-announced shareholder rights offering (“Rights Offering”).  A copy of the press release is furnished as Exhibit 99.1 hereto.

Under the terms of the Rights Offering, the Company will distribute at no charge to the holders of its common stock and warrants as of 5:00 p.m. eastern time on January 28, 2013 (the “Record Date”) non-transferable subscription rights to purchase shares of the Company’s common stock (the “Rights”).  The final terms of the Rights Offering, including the subscription price and the expiration date for the Rights, will be set forth in a prospectus supplement that will be distributed to holders of the Company’s common stock and warrants as of the Record Date.

Also on January 18, 2013, the Company issued a press release to announce that its Board of Directors has approved a 1-for-10 reverse stock split of its common stock.  The Company expects the reverse split to become effective immediately following the close of trading on January 22, 2013 and the consolidated common shares to begin trading on a split-adjusted basis as of January 23, 2013.  A copy of the press release is furnished as Exhibit 99.2 hereto.

When the reverse stock split becomes effective, every ten shares of issued and outstanding URI common stock will be combined into one issued and outstanding share of common stock with no changes to the par value of the shares.  The reverse split will reduce the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares.  No fractional shares will be issued as a result of the reverse stock split.  Any fractional shares that would have resulted will be settled in cash.

The information furnished under this Item 7.01, including the exhibits furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1        Press Release dated January 18, 2013, entitled “Uranium Resources Sets Record Date for Rights Offering”

Exhibit 99.2        Press Release dated January 18, 2013, entitled “Uranium Resources Announces 1-for-10 Reverse Stock Split



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.

URANIUM RESOURCES, INC.

 

Date:

January 22, 2013

 

/s/ Thomas H. Ehrlich

 

Thomas H. Ehrlich

 

Vice President and Chief Financial Officer




Exhibit Index


Exhibit Number.

 

Description

99.1

Press Release dated January 18, 2013, entitled “Uranium Resources Sets Record Date for Rights Offering”

 

99.2

Press Release dated January 18, 2013, , entitled “Uranium Resources Announces 1-for-10 Reverse Stock Split

EX-99.1 2 a50537042ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Uranium Resources Sets Record Date for Rights Offering

LEWISVILLE, Texas--(BUSINESS WIRE)--January 18, 2013--Uranium Resources, Inc. (NASDAQ: URRE) (URI) announced today that it has set 5:00 p.m. eastern time on January 28, 2013 as the record date for its previously-announced shareholder rights offering (“Rights Offering”).

Under the terms of the Rights Offering, the Company will distribute at no charge to the holders of its common stock and warrants as of 5:00 p.m. eastern time on January 28, 2013 (the “Record Date”) non-transferable subscription rights to purchase shares of the Company’s common stock (the “Rights”). The final terms of the Rights Offering, including the subscription price and the expiration date for the Rights, will be set forth in a prospectus supplement that will be distributed to holders of the Company’s common stock and warrants as of the Record Date.

The Company seeks to raise up to $13.0 million in the Rights Offering. By giving URI shareholders and warrant holders the right to purchase additional shares of common stock on a pro-rata basis, the rights offering permits such holders to maintain their percentage ownership in the Company.

As previously announced, in December 2012, URI and Resource Capital Fund V L.P. (“RCF”) entered into a standby purchase agreement pursuant to which RCF agreed, subject to certain conditions, to participate in the proposed Rights Offering and to exercise rights so that total proceeds to the Company will equal at least $8.0 million, inclusive of the conversion of the $5.0 million bridge loan facility.

This news release does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.

About Uranium Resources, Inc.

Uranium Resources Inc. explores for, develops and mines uranium. Since its incorporation in 1977, URI has produced over 8 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas. URI has over 206,600 acres of uranium mineral holdings and 152.9 million pounds of in-place mineralized uranium material in New Mexico and an NRC license to produce up to 1 million pounds of uranium per year. URI has an additional 1.3 million pounds of in-place mineralized uranium material in Texas and South Dakota. 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.

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 the Company’s estimated mineralized uranium material, the Rights Offering and RCF’s participation in the Rights Offering 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 spot price and long-term contract price of uranium, the outcome of negotiations with the Navajo Nation, the Company’s ability to reach agreements with current royalty holders, weather conditions, operating conditions at the Company’s mining projects, government and tribal regulation of the mining industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, timely receipt of mining and other permits from regulatory agents, market reaction to a reverse stock split, determinations of the NASDAQ Hearing Panel and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s 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.

CONTACT:
Investor:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com
or
Media:
Uranium Resources, Inc.
Mat Lueras, 505-269-8317
Vice President, Corporate Development
mlueras@uraniumresources.com

EX-99.2 3 a50537042ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

Uranium Resources Announces 1-for-10 Reverse Stock Split

Receives Notice from NASDAQ on Minimum Bid Price Requirement

LEWISVILLE, Texas--(BUSINESS WIRE)--January 18, 2013--Uranium Resources, Inc. (NASDAQ: URRE) (URI) announced today that its Board of Directors has approved a 1-for-10 reverse stock split of its common stock. On January 14, 2013, the Company announced shareholder approval to conduct a reverse stock split of its issued and outstanding common stock by a ratio of not less than 1-for-5 and not more than 1-for-15. The primary purpose of the reverse split was to bring URI into compliance with NASDAQ's $1.00 minimum bid price requirement. The Company expects the reverse split to become effective immediately following the close of trading on January 22, 2013 and the consolidated common shares to begin trading on a split-adjusted basis as of January 23, 2013.

When the reverse stock split becomes effective, every ten shares of issued and outstanding URI common stock will be combined into one issued and outstanding share of common stock with no changes to the par value of the shares. The reverse split will reduce the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would have resulted will be settled in cash.

Additionally, the Company received a Staff Determination Letter from the NASDAQ on January 15, 2013, notifying URI that its securities will be subject to delisting from the NASDAQ Stock Market even though the reverse stock split has been approved because the Company will not regain compliance until the closing bid price for its common stock exceeds $1.00 for a minimum of 10 consecutive business days under Rule 5550(a)(2). In accordance with NASDAQ rules, URI has requested a hearing with the NASDAQ Hearing Panel to appeal the determination letter, which will stay the action until the Company has completed the hearing and the Hearing Panel has issued its decision.

“As anticipated, the Company received notification from NASDAQ that its common stock remains in noncompliance with its listing qualifications,” stated Terence J. Cryan, Interim President and CEO of URI. “We believe that URI’s reverse stock split initiative will produce a favorable result from the hearing process with NASDAQ, and bring us back into full compliance with NASDAQ listing requirements.”


About Uranium Resources, Inc.

Uranium Resources Inc. explores for, develops and mines uranium. Since its incorporation in 1977, URI has produced over 8 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas. URI has over 206,600 acres of uranium mineral holdings and 152.9 million pounds of in-place mineralized uranium material in New Mexico and an NRC license to produce up to 1 million pounds of uranium per year. URI has an additional 1.3 million pounds of in-place mineralized uranium material in Texas and South Dakota. 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.

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 the Company’s estimated mineralized uranium material, the anticipated effective date of the reverse stock split, the effect of the reverse stock split on the per share price of URI common stock, and the anticipated outcome of the hearing before the NASDAQ Hearing Panel 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 spot price and long-term contract price of uranium, the outcome of negotiations with the Navajo Nation, the Company’s ability to reach agreements with current royalty holders, weather conditions, operating conditions at the Company’s mining projects, government and tribal regulation of the mining industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, timely receipt of mining and other permits from regulatory agents, market reaction to a reverse stock split, determinations of the NASDAQ Hearing Panel and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s 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.

CONTACT:
Investors:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com
or
Media:
Uranium Resources, Inc.
Mat Lueras, 505-269-8317
Vice President, Corporate Development
mlueras@uraniumresources.com