<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
-------------------------
FORM S-3
Registration Statement
Under The
Securities Act of 1933
------------------------
INTERNATIONAL ISOTOPES INC.
(Name of Small Business Issuer in its Charter)
<TABLE>
<CAPTION>
TEXAS 2835 74-276837
<S> <C> <C>
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1500 SPENCER ROAD
DENTON, TEXAS 76205
(940) 323-2624
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
DAVID M. CAMP
1500 SPENCER ROAD
DENTON, TEXAS 76205
(940) 323-2612
(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 PROPOSED
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
-------------------- ------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 100,000 $1.8125(1) $181,250(1) $ 47.85
par value
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</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 $1.8125, the average of the high and low sales prices of the
Common Stock as reported on the Nasdaq SmallCap Market on October 27, 2000.
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
100,000 SHARES
INTERNATIONAL ISOTOPES INC.
COMMON STOCK
-------------------------
This Prospectus relates to the offering for resale of 100,000 shares
of Common Stock, par value $.01 per share (the "Common Stock"), of
International Isotopes Inc. ("I(3)" 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 October 27, 2000, the last reported sale price for
the Company's Common Stock on the Nasdaq SmallCap Market was $1.8125 per share.
-----------------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 1.
-----------------------------------
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 November 1, 2000
<PAGE> 3
TABLE OF CONTENTS
Forward Looking Statements ................................................. 1
The Company ................................................................ 1
Risk Factors ............................................................... 1
Selling Stockholders ....................................................... 2
Plan of Distribution ...................................................... 2
Incorporation of Certain Documents by Reference ............................ 4
Legal Matters .............................................................. 4
Experts .................................................................... 5
Available Information ...................................................... 5
<PAGE> 4
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(3)"), is involved in the production, marketing, and distribution 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.
Our principal executive offices are located at 1500 Spencer Road,
Denton, Texas 76205. The telephone number is (940) 323-2610.
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, 1999
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.
<PAGE> 5
SELLING STOCKHOLDERS
The following table sets forth certain information, as of November 1, 2000 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 or underly other securities issued originally in a transaction 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.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED PRIOR SHARES OFFERED BY THIS PERCENTAGE OWNED FOLLOWING
NAME TO THIS OFFERING PROSPECTUS OFFERING(1)
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Jesse B. Shelmire IV 50,000 50,000 0%
Scott R. Griffith 50,000 50,000 0%
</TABLE>
PLAN OF DISTRIBUTION
The Company is registering the Common Stock ("Registrable Securities")
on behalf of the Selling Stockholders ("Holders"). As used herein, the term
Holder means the holder of the Registrable Securities and includes donees and
pledgees selling Registrable Securities received from a named Holder after the
date of this Prospectus. All costs, expenses and fees in connection with the
registration of the Registrable Securities offered hereby will be borne by the
Company. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of Registrable Securities will be borne by the
Holders. Sales of Registrable Securities may be effected by Holders from time
to time in one or more types of transactions (which may include block
transactions) on Nasdaq, on the BSE, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the Registrable Securities, through short sales of Registrable Securities, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Holders have advised the Company that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinated broker acting in connection with the proposed sale
of Registrable Securities by the Holders.
The Holders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Registrable Securities or of securities convertible into or exchangeable for the
Registrable Securities in the course of hedging positions they assume with
Holders. The Holders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealers or other financial
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institutions of Registrable Securities offered by this Prospectus, which
Registrable Securities such broker-dealer or other financial institution may
resell pursuant to this Prospectus (as amended or supplemented to reflect such
transaction).
The Holders may effect such transactions by selling Registrable
Securities directly to purchasers or to or through broker-dealers, which may
act as agents or principals. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from Holders and/or the
purchasers of Registrable Securities for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The Holders and any broker-dealers that act in connection with the
sale of Registrable Securities might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
such broker-dealers and any profit on the resale of the Registrable Securities
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. The Company has agreed to
indemnify each Holder against certain liabilities, including liabilities
arising under the Securities Act. The Holders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of
the Registrable Securities against certain liabilities, including liabilities
arising under the Securities Act.
The Holders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act.
The Holders will be subject to the prospectus delivery requirements of
the Securities Act. The Company has informed the Holders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.
Holders also may resell all or a portion of the Registrable Securities
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
Upon the Company being notified by a Holder that any material
arrangement has been entered into with a broker-dealer for the sale of
Registrable Securities through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this Prospectus will be filed, if required, pursuant to Rule
424(b) under the Securities Act, disclosing (i) the name of each such Holder
and of the participating broker-dealer(s), (ii) the number of Registrable
Securities involved, (iii) the initial price at which such Registrable
Securities were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by referenced in this Prospectus and (vi) other facts
material to the transactions. In addition, upon the Company being notified by a
Holder that a donee or pledgee intends to sell more than 500 Registrable
Securities, a supplement to this Prospectus will be filed.
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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, 1999; as amended;
(2) the Company's Quarterly Reports on Form 10-Q for the
three month periods ended March 31, 2000, June 30, 2000 and September 30, 2000;
(3) the Company's Current Report on Form 8-K filed on
June 27, 2000; 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, 1500 Spencer Road,
Denton, Texas 76201, telephone number (940) 323-2610. The Company's internet
address is [email protected].
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.
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<PAGE> 8
EXPERTS
The consolidated financial statements of the Company as of December
31, 1997, 1998 and 1999 and for applicable periods from inception to December
31, 1999 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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<PAGE> 9
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:
<TABLE>
<S> <C>
SEC Registration Fee $ 50
Nasdaq Listing Fee and BSE Listing Fee $ 1,500
Accounting Fees and Expenses $ 2,500
Registrant's Legal Fees and Expenses $ 5,000
Total $ 9,050
</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.
II-1
<PAGE> 10
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)).
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 forth in the
registration statement; and
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<PAGE> 11
(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.
II-3
<PAGE> 12
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint DAVID M. CAMP and PAUL LANDERS
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 1 day of November, 2000.
INTERNATIONAL ISOTOPES INC.
By: /s/ David M. Camp
--------------------------------
David M. Camp, President and CEO
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<PAGE> 13
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/ David M. Camp President, Chief Executive November 1, 2000
------------------------------- Officer, and Director (Principal
David M. Camp Executive Officer)
/s/ Paul Landers Chief Financial Officer November 1, 2000
------------------------------ (Principal Financial and
Paul Landers Accounting Officer)
/s/ John M. McCormack Director November 1, 2000
------------------------------
John M. McCormack
/s/ William W. Nicholson Director November 1, 2000
------------------------------
William W. Nicholson
/s/ Robert J. Gary Director November 1, 2000
------------------------------
Robert J. Gary
/s/ Frederick J. Bonte Director November 1, 2000
------------------------------
Frederick J. Bonte, M.D.
/s/ Charles LeMaistre Director November 1, 2000
------------------------------
Charles LeMaistre, M.D.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER 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)).
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>
