As filed with the Securities and Exchange Commission On January 29, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL ISOTOPES INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 74-2763837
- --------------------------------------- -------------------
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization) Identification No.)
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
Ira Lon Morgan, Chairman
3100 Jim Christal Road
Denton, Texas 76207
(940) 484-9492
INTERNATIONAL ISOTOPES INC. 1997 LONG TERM INCENTIVE PLAN
(Full title of the Plan)
----------------------
Dr. Ira Lon Morgan
Chairman of the Board
3100 Christal Road
Denton, Texas 76207
(Name and address of agent for service)
(940) 484-9492
(Telephone number, including area code, of agent for service)
---------------------
Copy to:
Curtis R. Ashmos
Locke Liddell & Sapp LLP
100 Congress, Suite 300
Austin, Texas 78701
(512) 305-4716
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share (1) Price (1) Registration Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 shares $12.25 $7,350,000 $2,168.25
$.01 par value
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, (the "Act") solely for purposes of calculating the
registration fee, based on the closing sales price reported on the Nasdaq
SmallCap Market on January 27, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by International
Isotopes Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-KSB described in (1) above.
(3) The description of the Common Stock that is contained in the
Company's Registration Statement on Form 8-A dated August 1,
1997, filed pursuant to Section 12 of the Exchange Act, and all
amendments thereto and reports which have been filed for the
purpose of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
-2-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
permits a corporation to indemnify certain persons, including officers and
directors and former officers and directors, and to purchase insurance with
respect to liability arising out of their capacity or status as officers and
directors.
Article X of the Company's Restated Articles of Incorporation provides
as follows:
The corporation shall indemnify any person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding (as
hereinafter defined) because the person (a) is or was a director or
officer of the corporation or (b) while a director or officer of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the fullest extent that a
corporation may grant indemnification to a person serving in such
capacity under the Texas Business Corporation Act, as the same exists or
may hereafter be amended. Such right shall be a contract right and as
such shall run to the benefit of any director or officer who is elected
and accepts the position of director or officer of the Corporation or
elects to continue to serve as a director or officer of the Corporation
while this Article X is in effect. Any repeal or amendment of this
Article X shall be prospective only and shall not limit the rights of
any such director or officer or the obligations of the corporation with
respect to any claim arising from or related to the services of such
director or officer in any of the foregoing capacities prior to any such
repeal or amendment of this Article X and shall include the right to be
paid or reimbursed by the corporation for all expenses incurred in
defending any such proceeding in advance of its final disposition to the
maximum extent permitted under the Texas Business Corporation Act, as
the same exists or may hereafter be amended. If a claim for
indemnification or advancement of expenses hereunder is not paid in full
by the corporation within 90 days after a written claim has been
received by the corporation, the claimant may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expenses of prosecuting such claim. It
shall be a defense to any such action that such indemnification or
advancement of costs of defense is not permitted under the Texas
Business Corporation Act, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation (including
its Board of Directors or any committee thereof, special legal counsel,
or shareholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of
costs of defense to, the claimant is permissible in the circumstances
-3-
<PAGE>
nor an actual determination by the corporation (including its Board of
Directors or any committee thereof, special legal counsel, or
shareholders) that such indemnification or advancement is not
permissible shall be a defense to the action or create a presumption
that such indemnification or advancement is not permissible. In the
event of the death of any person having a right of indemnification under
the foregoing provisions, such right shall inure to the benefit of his
heirs, executors, administrators, and personal representatives. The
rights conferred above shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, bylaw,
resolution of shareholders or directors, agreement, or otherwise.
The corporation may additionally indemnify any person covered by the
grant of mandatory indemnification contained above to such further
extent as is permitted by law and may indemnify any other person to the
fullest extent permitted by law.
To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article X shall extend to
proceedings involving the negligence of such person.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could
lead to such an action, suit, or proceeding.
The Company has obtained liability insurance coverage for its officers
and directors which will entitle the Company to be reimbursed up to an aggregate
of $5 million for certain indemnity payments it may be required or permitted to
make to such persons with respect to actions arising out of the performance of
their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 - Specimen Stock Certificate of the Company (incorporated
by reference to the corresponding Exhibit Number in the
Company's Registration Statement on Form SB-2
(Registration No. 333-26269) filed with the Securities and
Exchange Commission on May 1, 1997.
4.2 - Articles of Incorporation of the Company (incorporated
by reference to Exhibit Number 3.1 in the Company's
Registration Statement on Form SB-2 (Registration No.
333-26269) filed with the Securities and Exchange
Commission on May 1, 1997.
-4-
<PAGE>
4.3 - Bylaws of the Company (incorporated by reference to
Exhibit Number 3.2 in the Company's Registration
Statement on Form SB-2 ((Registration No. 333-26269)
filed with the Securities and Exchange Commission on
May 1, 1997.
5.1 - Opinion of Locke Liddell & Sapp LLP.
23.1 - Consent of KPMG LLP, Independent Accountants.
23.2 - Consent of Locke Liddell & Sapp LLP (included in its
opinion filed as Exhibit 5.1).
24.1 - Power of Attorney (included on the signature page of this
Registration Statement).
99.1 - International Isotopes Inc. 1997 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.1 to Amendment
No. 1 to the Company's Registration Statement on Form SB-2
(Registration No. 333-26269) previously filed with the
Securities and Exchange Commission)
Item 9. Undertakings.
The Company herein 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 this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1) (i) and (1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
-5-
<PAGE>
(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) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company 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.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denton, State of Texas on January 22, 1999.
INTERNATIONAL ISOTOPES INC.
By: /s/ Ira Lon Morgan
-------------------------------------
Ira Lon Morgan, Ph.D.
Chairman of the Board of Directors
By: /s/ Carl W. Seidel
-------------------------------------
Carl W. Seidel
President, Chief Executive Officer
and Director
-7-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ira Lon Morgan, Ph.D. and Carl W. Seidel,
each of them or an one of them, as his or her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission
and any state or other securities authority, granting unto said
attorneys-in-fact and agents and each of them or any of them, full power and
authority to do and perform each and every act in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or her or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ira Lon Morgan Chairman of the Board of Directors January 22, 1999
- --------------------------- and Treasurer
Ira Lon Morgan, Ph.D.
/s/ Carl W. Seidel President, Chief Executive Officer January 22, 1999
- --------------------------- and Director (Principal Executive Officer)
Carl W. Seidel
/s/ Tommy L. Thompson Executive Vice President, Chief Operating January 22, 1999
- --------------------------- Officer and Director
Tommy L. Thompson
/s/ Joan H. Gillett Chief Financial Officer (Principal January 22, 1999
- --------------------------- Financial and Principal Accounting
Joan H. Gillett Officer)
/s/ Virgil L. Simmons Senior Vice President of International January 22,1999
- --------------------------- Marketing and Director
Virgil L. Simmons
/s/ John M. McCormack Director January 22, 1999
- ---------------------------
John M. McCormack
-8-
<PAGE>
/s/ William W. Nicholson Director January 22, 1999
- ---------------------------
William W. Nicholson
/s/ Charles LeMaistre Director January 22, 1999
- ---------------------------
Charles LeMaistre, M.D.
/s/ Robert J. Gary Director January 22, 1999
- ---------------------------
Robert J. Gary
- ---------------------------- Director January ___, 1999
Frederick J. Bonte, M.D.
</TABLE>
-9-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- -------
4.1 Specimen Stock Certificate
of the Company (incorporated
by reference to the
corresponding Exhibit Number
in the Company's Registration
Statement on Form SB-2 (Registration
No. 333-26269) filed with the
Securities and Exchange
Commission on May 1, 1997).
4.2 Articles of Incorporation of
the Company (incorporated by
reference to Exhibit Number
3.1 to the Company's Registration
Statement on Form SB-2 (Registration
No. 333-26269) filed with the
Securities and Exchange
Commission on May 1, 1997).
4.3 Bylaws of the Company (incorporated
by reference to Exhibit Number 3.2
in the Company's Registration
Statement on Form SB-2 (Registration
No. 333-26269) filed with the
Securities and Exchange commission on
May 1, 1997).
5.1 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of KPMG LLP, Independent Accountants.
<PAGE>
23.2 Consent of Locke Liddell &
Sapp LLP (included in its
opinion filed as Exhibit
5.1).
24.1 Power of Attorney (included
on the signature page of
this Registration Statement).
99.1 International Isotopes Inc.
1997 Long Term Incentive
Plan (incorporated by
reference to Exhibit 10.1 to
Amendment No. 1 to the
Company's Registration
Statement on Form SB-2
(Registration No. 333-26269)
previously filed with the
Securities and Exchange
Commission).
EXHIBIT 5.1
Legal Opinion
<PAGE>
(512) 305-4716
January 22, 1999
International Isotopes Inc.
3100 Jim Christal Road
Denton, TX 76207
Re: Registration of 600,000 shares of Common Stock pursuant to a
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for International Isotopes Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") of 600,000
shares of Common Stock, $.01 par value, of the Company ("Common Stock") to be
issued pursuant to the exercise of options (the "Options") granted or to be
granted by the Company to certain key employees, directors and consultants
pursuant to the Company's 1997 Long Term Incentive Plan (the "Plan").
We have made such inquires and examined such documents as we have
considered necessary or appropriate for the purpose of giving the opinions
hereinafter set forth. We have assumed the genuineness and authenticity of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization, execution, delivery or
recordation of all documents where due authorization, execution or recordation
are prerequisites to the effectiveness thereof.
Based upon the foregoing, having regard for such legal considerations as
we deem relevant, and assuming, with respect to the shares of Common Stock
issued under the Options (i) the receipt of proper consideration for the
issuance thereof in excess of the par value thereof, (ii) the availability of a
sufficient number of shares of Common Stock authorized by the Company's Articles
of Incorporation then in effect, (iii) compliance with the terms of the Plan,
and (iv) no change occurs in applicable law or the pertinent facts, we are of
the opinion that the 600,000 shares of Common Stock that may be issued and sold
by the Company from time to time upon exercise of the Options, as described in
the Registration Statement, will, upon issuance and delivery against payment
therefor, be duly authorized and legally issued, fully paid and nonassessable.
<PAGE>
International Isotopes Inc.
January 22, 1999
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. By so
consenting, we do not thereby admit that our firm's consent is required by
Section 7 of the Securities Act.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
/s/ Locke Liddell & Sapp LLP
CRA/bsa
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
International Isotopes Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Dallas, Texas
January 28, 1999
