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Registration No. 333-
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As filed with the Securities and Exchange
Commission on July 14, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
-------------------------
FORM S-3
Registration Statement
Under The
Securities Act of 1933
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INTERNATIONAL ISOTOPES INC.
(Name of Small Business Issuer in its Charter)
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TEXAS 2835 74-276837
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
3100 JIM CHRISTAL ROAD
Denton, Texas 76207-9987
(940) 484-9492
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
IRA LON MORGAN, CHAIRMAN
3100 JIM CHRISTAL ROAD
Denton, Texas 76207-9987
(940) 484-9492
(Name, Address and Telephone Number of Agent for Service)
COPY TO:
CURTIS R. ASHMOS
LOCKE LIDDELL & SAPP LLP
100 CONGRESS, SUITE 300
AUSTIN, TEXAS 78701
(512) 305-4716
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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, check the following box. [X]
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 462(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. [ ]
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value 3,911,710 shares $9.03125(1) $35,327,631(1) $ 9,821.08
</TABLE>
(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933
solely for the purpose of calculating the registration fee based upon an assumed
price of $9.03125, the average of the high and low sales prices of the Common
Stock as reported on Nasdaq SmallCap Market on July 12, 1999.
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.
<PAGE> 2
PROSPECTUS
3,911,710 SHARES
INTERNATIONAL ISOTOPES INC.
COMMON STOCK
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This Prospectus relates to the offering for resale of 3,911,710 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of International
Isotopes Inc. ("I3" or the "Company"). All of the Common Stock being registered
may be offered and sold from time to time by certain selling stockholders of the
Company. See "Selling Stockholders" and "Manner of Offering." The Company will
not receive any proceeds from the sale of the Common Stock by the Selling
Stockholders.
The Company's Common Stock is quoted on the Nasdaq SmallCap Market under
the symbol "INIS" and is listed on the Boston Stock Exchange ("BSE") under the
symbol "ITL." On July 12, 1999, the last reported sale price for the Company's
Common Stock on the Nasdaq SmallCap Market was $ 9.1875 per share.
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THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 1.
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NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------
The Company has not authorized any person, agent or entity to give any
information or make any representation other than those contained in this
Prospectus (including material incorporated by reference herein). You should not
rely on any such information or representation as having been authorized by the
Company. This Prospectus is not an offer to sell the securities and it is not
soliciting an offer to buy the securities in any state where offers or sales are
not permitted.
The date of this Prospectus is July 14, 1999
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TABLE OF CONTENTS
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Forward Looking Statements ................................................. 1
The Company................................................................. 1
Risk Factors................................................................ 1
Selling Stockholders ....................................................... 2
Manner of Offering ......................................................... 6
Incorporation of Certain Documents by Reference ............................ 7
Legal Matters .............................................................. 8
Experts .................................................................... 8
Available Information....................................................... 8
</TABLE>
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FORWARD-LOOKING STATEMENTS
This Prospectus contains, or incorporates by reference, certain statements
that may be deemed "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements,
other than statements of historical facts, that address activities, events or
developments that the Company intends, expects, projects, believes or
anticipates will or may occur in the future are forward-looking statements. Such
statements are based on experience, market trends, our perception of historical
trends, current conditions, expected future developments and other factors
believed to be appropriate. The forward-looking statements included in this
Prospectus are also subject to a number of material risks and uncertainties,
including but not limited to economic, competitive, market, governmental and
technological factors affecting the Company's operations, production, markets,
products, services and prices, and other factors discussed in our filings under
the Securities Act and the Exchange Act. Investors are cautioned that such
forward-looking statements are not guarantees of our future performance and that
actual results, developments and business decisions may differ from those
envisioned by our forward-looking statements.
THE COMPANY
International Isotopes Inc., a Texas corporation (the "Company," "We" or
"I(1/4)" ), is a developmental stage Company that has begun executing plans for
operations in the production, marketing, and distribution of a full range of
products used in diagnostic and therapeutic nuclear medicine, research and
industry. Completion of the plans we have developed will establish the first
independent commercial domestic producer of a full range of finished
radiopharmaceuticals (on a contract or joint venture basis), pharmaceutical
grade radioisotopes, radioisotopes and medical devices for commercial sale to
the nuclear medicine industry for the diagnosis and therapeutic treatment of
cancer and other diseases. We are also engineering instrumentation and products
for the radiation therapy and medical imaging markets.
Our principal executive offices located at 3100 Jim Christal Road, Denton,
Texas 76207-9987. The telephone number is (940) 484-9492.
RISK FACTORS
An investment in our Common Stock is speculative and involves a substantial
degree of risk. Investors should carefully consider, along with other
information in this Prospectus, the considerations and risks set forth in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 and
other reports and documents filed by the Company from time to time with the SEC
in evaluating an investment in our Company. You should not purchase any Common
Stock unless you can afford to lose your entire investment.
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SELLING STOCKHOLDERS
The following table sets forth certain information, as of June 30, 1999,
with respect to the shares of Common Stock beneficially owned prior to the
offering and the shares being offered hereby by the stockholders listed below
(the "Selling Stockholders"). All of the shares of Common Stock offered hereby
were issued originally, or underly other securities issued originally, in
transactions not involving a public offering. Absent the current registration,
such shares may not be sold by the Selling Stockholders, except in certain
limited situations including compliance with Rule 144 under the Securities Act.
The shares were acquired as follows:
o 1,062,741 shares were issued in May and June 1999 to a total of
36 accredited investors pursuant to a private placement of Units
(the "1999 Private Placement"), each Unit consisting of one share
of the Company's Common Stock at $9.10 per share, plus a three
year Warrant to purchase an additional share of Common Stock at
$10.00 per share.
o 1,062,741 shares are reserved for issuance upon exercise of the
Warrants issued in connection with the 1999 Private Placement.
o 814,680 shares are reserved for issuance upon exercise of certain
Warrants issued to accredited investors who had participated in
the Company's 1998 Private Placement.
o 114,680 shares were issued in connection with the Company's 1998
Private Placement.
o 98,039 shares were issued to Endotech, Inc. in payment of
royalties pursuant to a license agreement related to the
Company's I-125 brachytherapy seeds.
o 758,829 additional shares are being registered on behalf of the
Company's Chairman. These shares represent his original founders
shares.
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES OFFERED
NAME PRIOR TO THIS OFFERING BY THIS PROSPECTUS(2)
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Ira Lon Morgan* 1,853,935 1,341,935
Tommy Thompson* 223,625 24,000
Virgil Simmons* 257,429 12,000
William W. Nicholson * (3) 982,589 36,000
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<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES OFFERED
NAME PRIOR TO THIS OFFERING BY THIS PROSPECTUS(2)
---- ---------------------- ---------------------
<S> <C> <C>
Auric Partners 704,428 595,428
Endotech, Inc. 127,056 98,039
Three Eyes Partners, Ltd. 44,000(1) 12,000
John Paul Dejoria 110,000 30,000
Richard Dusansky 35,000(1) 19,000
Interfin Corporation 187,000 91,000
Granite Capital, L.P. 380,130 257,490
Granite Capital II, L.P. 14,250(1) 14,250
Granite Capital Overseas Limited 41,800(1) 41,800
Granum Value Fund 53,600(1) 53,600
Daniel Patrick McCormack 166,000 34,000
John William McCormack 166,000 34,000
Megan Anne McCormack 166,000 34,000
Elkhorn Partners Limited Partnership 18,800(1) 12,400
James and Marie Keane 124,000 12,000
James B. Skaggs 22,000(1) 6,000
Morgan Keegan Custodian FBO James B.
Skaggs IRA 22,000 6,000
The Leone Family Irrevocable Trust 66,000(1) 18,000
</TABLE>
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<TABLE>
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES OFFERED
NAME PRIOR TO THIS OFFERING BY THIS PROSPECTUS(2)
---- ---------------------- ---------------------
<S> <C> <C>
Parsow Partnership, Ltd. 33,200(1) 23,600
Patrick Mackin 64,000(1) 32,000
Peter Schwalje 21,000(1) 13,000
T&LRM Family Partnership, Ltd. 54,988(1) 22,988
Gary Schwendiman (4) 207,000 6,000
Schwendiman Consulting Group
Retirement Plan 11,000(1) 3,000
Schwendiman Global Health Sciences
Fund, L.P. 64,000(1) 18,000
Biotechnology Fund, L.P. 110,000 30,000
Robert Dee Schwendiman 10,988(1) 10,988
Robert Dee Schwendiman 34,904(1) 34,904
John Luther King and Teresa Carter King 165,000 101,000
LKCM Investment Partnership 286,000 190,000
Fred Smithline 160,000 12,000
Stephen A. Kaplan 44,000(1) 12,000
Thomas R. Schoonover 70,000(1) 54,000
Thomas Schoonover, Trustee 44,500(1) 44,500
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES OFFERED
NAME PRIOR TO THIS OFFERING BY THIS PROSPECTUS(2)
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<S> <C> <C>
George F. Schoonover 7,000(1) 7,000
Bette H. Schoonover 7,000(1) 7,000
Jack Gourley, Jr. 3,500(1) 3,500
Thomas N. and Patricia S. Jones 3,500(1) 3,500
Thomas N. Jones, Trustee, Thomas
Jones M/P/P/S Plan 3,500(1) 3,500
John Baccich 14,000(1) 14,000
Theresa Rains 3,500(1) 3,500
James K. and Moni C. Eichelberger 267,340 87,956
Moni C. Eichelberger 61,388(1) 44,000
Lori K. Eichelberger Trust, Moni C.
Eichelberger, Trustee 79,440(1) 54,988
Jeffrey K. Eichelberger Trust,
Moni C. Eichelberger, Trustee 81,540(1) 54,988
Jeffrey Eichelberger 3,300(1) 3,300
John H. Curttright and Pamela P.
Curttright 1,100(1) 1,100
Renee Belfer Trust,
Robert A. Belfer, Trustee 43,956(1) 43,956
Double I Investors 88,000(1) 24,000
</TABLE>
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<TABLE>
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED SHARES OFFERED
NAME PRIOR TO THIS OFFERING BY THIS PROSPECTUS(2)
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<S> <C> <C>
Double I Group 55,000(1) 55,000
John Bryan King 22,000(1) 22,000
Scott C. Hollman 22,000(1) 22,000
Brent Clum 10,000(1) 10,000
David Dowler 10,000(1) 10,000
John Bryan King and Mason King 11,000(1) 11,000
Lee Halford, Jr. 6,000(1) 6,000
Jeff Alexander and Laura Alexander 5,500(1) 5,500
Scott and Julie Kleberg Investment
Partnership, L.P. 11,000(1) 11,000
Ralph D. McBride 44,000(1) 12,000
</TABLE>
* Director or Officer/Director of the Company
(1) Less than 1% of Common Stock outstanding
(2) Assumes all shares of Common Stock offered hereby are sold in this
offering. There is no assurance that the Selling Stockholders will sell any
or all of the shares of Common Stock offered hereby.
(3) The shares beneficially owned includes 133,000 shares beneficially owned by
Auric Partners, of which Mr. Nicholson is a partner.
(4) Beneficially owned amount includes 11,000 shares beneficially owned by
Schwendiman Consulting, 64,000 shares beneficially owned by Schwendiman
Global Health Sciences, and 110,000 shares beneficially owned by
Biotechnology Fund, L.P.
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MANNER OF OFFERING
The shares of Common Stock offered hereby may be sold from time to time by
the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the Nasdaq SmallCap Market, on
the Boston Stock Exchange or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares of Common Stock may be
sold in one or more of the following: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In affecting sales, broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate in resales.
In connection with distribution of the shares of Common Stock offered
hereby or otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers. In connection with such transactions,
broker-dealers may engage in short sales of shares of Common Stock registered
hereunder in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell shares of Common Stock
short and redeliver the shares of Common Stock registered hereunder to close out
such short positions. The Selling Stockholders may also enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares of Common Stock registered hereunder, which the
broker dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Stockholder may also loan or pledge the shares of Common Stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of Common Stock so loaned or upon default the broker-dealer may effect
sales of the pledged shares pursuant to this Prospectus. The Selling
Stockholders may also pledge shares of Common Stock registered hereunder to a
lender other than a broker-dealer, and upon default such lender may sell the
shares of Common Stock so pledged pursuant to this Prospectus. The Selling
Stockholders may also contribute or sell shares of Common Stock offered
hereunder to trusts or other entities for the benefit of the contributing
Selling Stockholder and members of his or her family.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Stockholders in amounts
to be negotiated in connection with the sale of Common Stock. Such
broker-dealers and any other participating broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
securities covered by the Prospectus which qualify for sale under Rule 144 under
the Securities Act may be sold pursuant to Rule 144 rather than pursuant to this
Prospectus.
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All costs, expenses and fees in connection with the registration of the
shares of Common Stock offered hereby shall be borne by the Company. Commissions
and discounts, if any, attributable to the sales of shares of Common Stock
hereunder will be borne by the Selling Stockholders. The Selling Stockholders
may agree to indemnify any broker-dealer or agent that participates in a
transaction involving sales of shares of Common Stock against certain
liabilities, including liabilities arising under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders against certain liabilities in
connection with the offering of the shares of Common Stock hereunder, including
liabilities arising under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended;
(2) the Company's Quarterly Report on Form 10-Q for the three month
periods ended March 31, 1999.
(3) the Company's Current Report on Form 8-K filed on May 28, 1999;
and
(4) the description of the Company's Common Stock contained in the
Company's Registration Statement on form 8-A filed August 1, 1997,
including any amendment or report filed for the purposes of updating such
description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
A copy of the documents incorporated by reference (other than exhibits
thereto) will be forwarded without charge to each person to whom this Prospectus
is delivered, upon such person's written or oral request to International
Isotopes Inc., Office of the Secretary, 3100 Jim Christal Road, Denton, Texas
76207-9987, telephone number (940) 484-9492. The Company's internet address is
[email protected].
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LEGAL MATTERS
The validity of the shares of Common Stock offered hereby have been passed
upon for the Company by Locke Liddell & Sapp LLP, Austin, Texas.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and 1998 and for the years then ended and the periods from November 1, 1995
(inception) to December 31, 1996 and December 31, 1998 have been incorporated by
reference herein in reliance on the report of KPMG LLP, independent certified
public accountants, incorporated by reference herein and upon the authority of
said firm as experts in auditing and accounting.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and accordingly files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied, at prescribed rates, at
the Public Reference Room maintained by the Commission at 450 Fifth Street,
N.W., Washington, DC 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet web site at http://www.sec.gov/ that also
contains such reports, proxy statements and other information.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock offered hereby. The Registration Statement has been filed
electronically with the Commission pursuant to its Electronic Data Gathering and
Retrieval ("EDGAR") system. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all the information set forth in
the Registration Statement.
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PART II
Information Not Required in Prospectus
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of this offering, all of which will be paid by
Registrant, are as follows:
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<S> <C>
SEC Registration Fee $ 9,821.08
Boston Stock Exchange Listing Fee $ 5,500.00
Nasdaq Listing Fee $11,000.00
Accounting Fees and Expenses $ 5,000.00
Registrant's Legal Fees and Expenses $20,000.00
Total $51,321.08
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Texas Business Corporation Act ("TBCA"), the Company's
Restated Articles of Incorporation provide that the Company will indemnify its
officers, directors, employees and agents to the fullest extent permitted by the
TBCA against actions that may arise against them in such capacities, and advance
expenses in connection with any such actions. Registrant's Restated Articles of
Incorporation provide that directors of the Company will not be personally
liable to Registrant or its stockholders for monetary damages for any act or
omission in his capacity as a director except as authorized under the TBCA. The
TBCA provides that a corporation may indemnify a person who was, is, or is
threatened to be made a named defendant in a proceeding because such person is
or was a director if it is determined in accordance with the provisions of the
TBCA that the person (i) conducted himself in good faith, (ii) reasonably
believed, in the case of conduct in his official capacity as director, that his
conduct was in the corporation's best interests or, in other cases, that his
conduct at least was not opposed to the corporation's interests and (iii) in the
case of any criminal proceeding, had no reasonable cause to believe his conduct
was unlawful. A director may not be indemnified with respect to a proceeding in
which the person is found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity, or in which the person is found liable
to the corporation. Officers, employees and agents of a corporation are entitled
to be indemnified by the corporation as, and to the same extent provided for,
directors of the corporation.
Registrant carries directors' and officers' liability insurance with an
aggregate policy limit of $5,000,000.
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ITEM 16. EXHIBITS.
Exhibits
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form SB-2 (Registration No.
333-26269)).
4.2 Form of Warrant issued to investors in the Company's 1999 Private
Placement.
4.3 Amended and Restated Warrant Agreement entered into between the Company and
each of the investors in the Company's 1998 Private Placement (incorporated
by reference to Exhibit 5.1 to the Company's Form 8-K filed on May 28,
1999).
5. Opinion of Locke Liddell & Sapp LLP with respect to the legality of the
securities being registered hereby.
23.1 Consent of KPMG LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).
24 Power of Attorney (included as part of Signature page).
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under Securities Act may
be permitted to directors, officers and controlling persons of Registrant
pursuant to the provisions of its Restated Articles of Incorporation, its
By-Laws, the Texas Business Corporation Act or otherwise, 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 liabilities (other than the payment by Registrant for expenses incurred
or paid by an officer, director or controlling person of 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, 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.
(a) The undersigned 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
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<PAGE> 15
forth in the registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
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 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.
(4) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (40 or 497(b)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(b) The undersigned Registrant hereby undertakes that, for 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.
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POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint IRA LON MORGAN and CARL W. SEIDEL, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully, for all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of Denton,
State of Texas, on the 8th day of July, 1999.
INTERNATIONAL ISOTOPES INC.
By: /s/ Ira Lon Morgan.
---------------------------------------
Ira Lon Morgan, Ph.D.
Chairman of the Board and Treasurer
By: /s/ Carl W. Seidel.
---------------------------------------
Carl W. Seidel
President, Chief Executive
Officer and Director
II-4
<PAGE> 17
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Carl W. Seidel President, Chief Executive July 8, 1999
- ------------------------------ Officer, and Director (Principal
Carl W. Seidel Executive Officer)
/s/ Joan Gillett Chief Financial Officer July 8, 1999
- ------------------------------ (Principal Financial and
Joan Gillett Accounting Officer)
/s/ Ira Lon Morgan Chairman of the Board and July 8, 1999
- ------------------------------ Treasurer
Ira Lon Morgan, Ph.D.
/s/ Tommy L. Thompson Executive Vice President, Chief July 8, 1999
- ------------------------------ Operating Officer and Director
Tommy L. Thompson
/s/ Virgil L. Simmons Senior Vice President and Director July 8, 1999
- ------------------------------
Virgil L. Simmons
/s/ John M. McCormack Director July 8, 1999
- ------------------------------
John M. McCormack
/s/ William W. Nicholson Director July 8, 1999
- ------------------------------
William W. Nicholson
/s/ Robert J. Gary Director July 8, 1999
- ------------------------------
Robert J. Gary
/s/ Frederick J. Bonte Director July 8, 1999
- ------------------------------
Frederick J. Bonte, M.D.
/s/ Charles LeMaistre Director July 8, 1999
- ------------------------------
Charles LeMaistre, M.D.
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form SB-2 (Registration
No. 333-26269)).
4.2 Form of Warrant issued to investors in the Company's 1999 Private
Placement.
4.3 Amended and Restated Warrant Agreement entered into between the Company
and each of the investors in the Company's 1998 Private Placement
(incorporated by reference to Exhibit 5.1 to the Company's Form 8-K
filed on May 28, 1999).
5. Opinion of Locke Liddell & Sapp LLP with respect to the legality of the
securities being registered hereby.
23.1 Consent of KPMG LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).
24 Power of Attorney (included as part of Signature page).
</TABLE>
<PAGE> 1
EXHIBIT 4.2
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE TERMS HEREOF.
EXERCISABLE ON OR BEFORE
5:30 P.M., CENTRAL TIME, APRIL 23, 2002
NO. W-_____________ WARRANTS TO PURCHASE
__________ SHARES OF COMMON STOCK
WARRANT CERTIFICATE
This Warrant Certificate certifies that __________________, or
registered assigns, is the registered holder of ________ Warrants to purchase
initially, at any time from June 1, 1999 until 5:30 p.m. New York time on April
23, 2002 ("Expiration Date"), up to _______ fully-paid and non-assessable shares
of common stock, $.01 par value ("Common Stock"), of INTERNATIONAL ISOTOPES
INC., a Texas corporation (the "Company"), at the initial exercise price,
subject to adjustment in certain events (the "Exercise Price"), of $10.00 per
share of Common Stock upon surrender of this Warrant Certificate and payment of
the Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein. Payment of the Exercise Price shall be made by
certified or official bank check in New York Clearing House funds payable to the
order of the Company and by surrender of this Warrant Certificate.
No Warrant may be exercised after 5:30 p.m., central time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, hereby shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are subject to the
following description of the rights, limitation of rights, obligations, duties
and immunities hereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.
<PAGE> 2
1. Exercise of Warrant. This Warrant is initially exercisable at an
initial exercise price (subject to adjustment as provided in Section 6 hereof)
per share of Common Stock set forth in Section 6 hereof payable by certified or
official bank check in Clearing House funds, subject to adjustment as provided
in Section 6 hereof. Upon surrender of this Warrant Certificate with the annexed
Form of Election to Purchase duly executed, together with payment of the
Exercise Price (as hereinafter defined) for the shares of Common Stock purchased
at the Company's principal executive offices in Texas (presently located at 3100
Jim Christal Road, Denton, Texas 76207-9987) the registered Holder of this
Warrant Certificate shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased. The purchase rights represented by
this Warrant Certificate are exercisable at the option of the Holder thereof, in
whole or in part (but not as to fractional shares of the Common Stock underlying
the Warrants). Warrants may be exercised to purchase all or part of the shares
of Common Stock represented thereby. In the case of the purchase of less than
all the shares of Common Stock purchasable under this Warrant Certificate, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate of like tenor for the
balance of the shares of Common Stock purchasable hereunder.
2. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for shares of Common Stock and/or other securities,
properties or rights underlying such Warrants, shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
hereof including, without limitation, any tax which may be payable in respect of
the issuance thereof, and such certificates shall (subject to the provisions of
Sections 3 and 5 hereof) be issued in the name of, or in such names as may be
directed by, the Holder hereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any such certificates in a name other than that
of the Holder, and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.
This Warrant Certificate and the certificates representing the shares
of Common Stock underlying the Warrants (and/or other securities, property or
rights issuable upon the exercise of the Warrants) shall be executed on behalf
of the Company by the manual or facsimile signature of the then Chairman or Vice
Chairman of the Board of Directors or President or Vice President of the
Company. This Warrant Certificate shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
3. Restriction On Transfer of Warrants. The Holder of this Warrant
Certificate, by its acceptance hereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; that the Warrants may not be sold, transferred, assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one (1) year from
the date of receipt hereof.
-2-
<PAGE> 3
4. Exercise Price.
4.1 Initial and Adjusted Exercise Price. Except as otherwise provided
in Section 6 hereof, the initial exercise price of each Warrant shall be $10.00
per share of Common Stock. The adjusted exercise price shall be the price which
shall result from time to time from any and all adjustments of the initial
exercise price in accordance with the provisions of Section 6 hereof.
4.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
5. Registration Rights.
5.1 Registration Under the Securities Act of 1933. The Company hereby
covenants to file, within 45 days of the date hereof, and have declared
effective, within 90 days of the date hereof, a Registration Statement (the
"Registration Statement") with the Securities and Exchange Commission to
register the shares of Common Stock underlying the Warrants represented by this
Warrant Certificate. The Company further agrees and covenants promptly to file
post-effective amendments to such Registration Statement as may be necessary in
order to maintain its effectiveness and otherwise to take such action as may be
necessary to maintain the effectiveness of such Registration Statement for three
years from its effectiveness. In the event that, for any reason, whatsoever, the
Company shall fail to maintain the effectiveness of the Registration Statement,
the certificates representing the Common Stock issuable upon exercise of the
Warrants shall bear the following or a similar legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended
("Act"), and may not be offered or sold except pursuant to (i)
an effective registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any similar rule
under such Act relating to the disposition of securities), or
(iii) an opinion of counsel, if such opinion shall be
reasonably satisfactory to counsel to the issuer, that an
exemption from registration under such Act is available.
5.2 Covenants of the Company With Respect to Registration. In
connection with the registration under Section 5.1 hereof, the Company covenants
and agrees as follows:
(a) The Company shall use its best efforts to file a
Registration Statement within forty-five (45) days of receipt of the date
hereof, shall use its best efforts to have such registration statement declared
effective within ninety (90) days of the date hereof, shall furnish each Holder
desiring to sell Common Stock such number of prospectuses as shall reasonably be
requested, and shall maintain the effectiveness of the Registration Statement
until the earlier of three (3) years from its effective date or the date upon
which all shares registered thereunder have been sold.
-3-
<PAGE> 4
(b) The Company shall pay all costs (excluding fees and
expenses of Holder(s)' counsel and any underwriting or selling commissions),
fees and expenses in connection with the registration statement filed pursuant
to Section 5.1 hereof including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses.
(c) The Company will take all necessary action which may be
required in qualifying or registering the Common Stock included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided that
the Company shall not be obligated to execute or file any general consent to
service or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Common
Stock to be sold pursuant to any registration statement and each person, if any,
who controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement.
(e) The Holder(s) of the Common Stock to be sold pursuant to
the Registration Statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or
expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, for specific inclusion in such registration statement.
(f) Nothing contained in this Warrant Certificate shall be
construed as requiring the Holder to exercise its Warrants prior to the initial
filing of any registration statement or the effectiveness thereof.
(g) The Company shall be permitted to include Common Stock of
other shareholders of the Company in the registration statement filed pursuant
to Section 5.1 hereof.
6. Adjustments to Exercise Price and Number of Securities.
6.1 Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
-4-
<PAGE> 5
6.2 Stock Dividends and Distributions. In case the Company shall pay a
dividend in, or make a distribution of, shares of Common Stock or of the
Company's capital stock convertible into Common Stock, the Exercise Price shall
forthwith be proportionately deceased. An adjustment made pursuant to this
Section 6.2 shall be made as of the record date for the subject stock dividend
or distribution.
6.3 Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 6, the number of
shares of Common Stock issuable upon the exercise at the adjusted Exercise Price
of each Warrant shall be adjusted to the nearest full amount by multiplying a
number equal to the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.
6.4 Definition of Common Stock. For the purpose of this Warrant
Certificate, the term "Common Stock" shall mean (i) the class of stock
designated as Common Stock in the Articles of Incorporation of the Company as
may be amended as of the date hereof, or (ii) any other class of stock resulting
from successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value. In the event that the Company shall after the date
hereof issue securities with greater or superior voting rights than the shares
of Common Stock outstanding as of the date hereof, the Holder, at its option,
may receive upon exercise of this Warrant either shares of Common Stock or a
like number of such securities with greater or superior voting rights.
6.5 Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall assume the Company's
obligations under this Warrant Certificate and the holder of each Warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property receivable upon
such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such Warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. The above
provision of this subsection shall similarly apply to successive consolidations
or mergers.
6.6 No Adjustment of Exercise Price in Certain Cases. No adjustment of
the Exercise Price shall be made:
(a) Upon the issuance or sale of the Warrants or the Common
Stock issuable upon the exercise of the Warrants;
-5-
<PAGE> 6
(b) If the amount of said adjustment shall be less than two
cents (2(cent)) per share, provided, however, that in such case any adjustment
that would otherwise be required then to be made shall be carried forward and
shall be made at the time of and together with the next subsequent adjustment
which, together with any adjustment so carried forward, shall amount to at least
two cents (2(cent)) per share.
7. Exchange and Replacement of Warrant Certificates. This Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of shares of Common Stock in such
denominations as shall be designated by the Holder thereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.
8. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.
9. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of this Warrant Certificate and payment of the Exercise
Price therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid, non-assessable and
not subject to the preemptive rights of any stockholder. As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all shares
of Common Stock issuable upon the exercise of the Warrants to be listed (subject
to official notice of issuance) on all securities exchanges on which the Common
Stock issued to the public in connection herewith may then be listed and/or
quoted.
10. Notices to Warrant Holder. Nothing contained in this Warrant
Certificate shall be construed as conferring upon the Holder hereof the right to
vote or to consent or to receive notice as a stockholder in respect of any
meetings of stockholders for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company.
-6-
<PAGE> 7
11. Notices.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of this Warrant Certificate,
to the address of such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section 1
hereof or to such other address as the Company may designate by notice to the
Holder.
12. Successors. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holder and
its respective successors and assigns hereunder.
13. Termination. This Warrant Certificate shall terminate at the close
of business on April 23, 2002.
14. Governing Law; Submission to Jurisdiction. This Warrant shall be
deemed to be a contract made under the laws of the State of Texas and for all
purposes shall be construed in accordance with the laws of said State without
giving effect to the rules of said State governing the conflicts of laws.
The Company and the Holder hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to, this Warrant
Certificate shall be brought and enforced in the courts of the State of Texas or
of the United States of America for the Northern District of Texas, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company and the Holder hereby irrevocably waive any objection to such
exclusive jurisdiction or inconvenient forum. Any such process or summons to be
served upon any of the Company and the Holder (at the option of the party
bringing such action, proceeding or claim) may be served by transmitting a copy
thereof, by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 1 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action or proceeding shall be
entitled to recover from the other party(ies) all of its/their reasonable legal
costs and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor.
15. Entire Agreement; Modification. This Warrant Certificate contains
the entire understanding between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party against whom enforcement of the modifications or amendment is
sought.
-7-
<PAGE> 8
16. Severability. If any provision of this Warrant Certificate shall be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision of this Warrant Certificate.
17. Captions. The caption headings of the Sections of this Warrant
Certificate are for convenience of reference only and are not intended, nor
should they be construed as, a part of this Warrant Certificate and shall be
given no substantive effect.
18. Benefits of this Warrant Certificate. Nothing in this Warrant
Certificate shall be construed to give to any person or corporation other than
the Company and any registered Holder(s) of this Warrant Certificate or any
legal or equitable right, remedy or claim under this Warrant Certificate; and
this Warrant Certificate shall be for the sole benefit of the Company and the
registered Holder of this Warrant Certificate.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any negotiation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate shall have the meanings
assigned to them herein.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed.
Dated as of June 15, 1999
INTERNATIONAL ISOTOPES INC
By:
----------------------------------
Ira Lon Morgan, Ph.D.
Chairman and Treasurer
By:
----------------------------------
Carl Seidel
President & CEO
-8-
<PAGE> 9
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 1]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase:
[ ] _____________ Shares of Common Stock;
and herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of International
Isotopes Inc. in the amount of $______________, all in accordance with the terms
of Section 1 of the Warrant Certificate dated as of _________, 1999. The
undersigned requests that a certificate for such securities be registered in the
name of __________________ whose address is _______________ and that such
Certificate be delivered to _______________ whose address is
_____________________.
Dated:
Signature
--------------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant Certificate.)
----------------------------------------
(Insert Social Security or Other
Identifying Number of holder)
-9-
<PAGE> 10
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto
- ------------------------------------------------------------------------------
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______ Attorney, to transfer
the within Warrant Certificate on the books of the within-named Company, with
full power of substitution.
Dated:
Signature
--------------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant Certificate.)
----------------------------------------
(Insert Social Security or Other
Identifying Number of holder)
-10-
<PAGE> 1
EXHIBIT 5
Locke Liddell & Sapp LLP
100 Congress, Suite 300
Austin, Texas 78701
July 9, 1999
International Isotopes Inc.
3100 Jim Christian Road
Denton, Texas 76207-9987
Ladies and Gentlemen:
As legal counsel to International Isotopes Inc., a Texas corporation
(the "Company"), we have examined the Restated Articles of Incorporation and
Bylaws of the Company as well as such other documents and proceedings as we have
considered necessary for the purposes of this opinion. We have also examined and
are familiar with the Company's Registration Statement on Form S-3 (the
"Registration Statement") as filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to 3,911,710
shares of the Company's Common Stock, par value $.01 per share (the "Common
Shares"), which may be offered or sold by the Selling Stockholders referred to
in the Registration Statement.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Common Shares are, or
will be upon issuance in connection with the exercise of warrants, legally
issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter as an exhibit
to the Registration Statement and the reference to our Firm under the caption
"Legal Matters." In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Locke Liddell & Sapp LLP
/s/ Locke Liddell & Sapp LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
International Isotopes Inc.
We consent to the use of our report incorporated by reference herein
and to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG LLP
Dallas, Texas
July 8, 1999
