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As filed with the Securities and Exchange Commission On September 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
1500 SPENCER ROAD
DENTON, TEXAS 76205
(940) 323-2612
INTERNATIONAL ISOTOPES INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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DAVID M. CAMP
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1500 SPENCER ROAD
DENTON, TEXAS 76205
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(940) 323-2612
(Telephone number, including area code, of agent for service)
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COPY TO:
CURTIS R. ASHMOS
LOCKE LIDDELL & SAPP LLP
100 CONGRESS, SUITE 300
AUSTIN, TEXAS 78701
(512) 305-4716
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) AGGREGATE OFFERING REGISTRATION FEE
PRICE (1)
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Common Stock, $.01 550,000 shares $3.50 $1,925,000.00 $508.20
par value
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(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 September 25, 2000.
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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-K for the fiscal year
ended December 31, 1999.
(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-K 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.
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
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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 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.
4.3 -- 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. 2000 Employee Stock Purchase Plan.
* To be Filed by Amendment
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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.
(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.
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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 September 29, 2000.
INTERNATIONAL ISOTOPES INC.
By: /s/ David M. Camp
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David M. Camp
President, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David M. Camp and Paul E. Landers,
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.
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Signature Title Date
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/s/ William W. Nicholson Chairman of the Board of Directors September 29, 2000
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William W. Nicholson
/s/ David M. Camp President, Chief Executive Officer September 29, 2000
--------------------------- and Director (Principal Executive Officer)
David M. Camp
/s/ Tommy L. Thompson Executive Vice President, Chief Operating September 29, 2000
--------------------------- Officer and Director
Tommy L. Thompson
/s/ Paul E. Landers Chief Financial Officer (Principal September 29, 2000
--------------------------- Financial and Principal Accounting
Paul E. Landers Officer)
/s/ John M. McCormack Director September 29, 2000
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John M. McCormack
/s/ Charles LeMaistre Director September 29, 2000
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Charles LeMaistre, M.D.
/s/ Robert J. Gary Director September 29, 2000
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Robert J. Gary
/s/ Frederick J. Bonte Director September 29, 2000
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Frederick J. Bonte, M.D.
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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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 Peat Marwick 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. 2000 Employee Stock Purchase Plan.
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* To be Filed by Amendment
