<PAGE> 1
- -------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on March 2, 2000
DRAFT 2/28/00
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)
TEXAS 74-276837
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2835
(Primary Standard Industrial
Classification Code Number)
1500 SPENCER ROAD
DENTON, TEXAS 76205
(940) 323-2610
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
DAVID M. CAMP
1500 SPENCER ROAD
DENTON, TEXAS 76205
(940) 323-2610
(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. [ ]
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED SHARE PRICE REGISTRATION FEE
REGISTERED
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<S> <C> <C> <C> <C>
Common Stock, $.01 1,616,978 shares $6.75(1) $10,914,601(1) $2,881.45
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 $6.75, the average of the high and low sales prices of the
Common Stock as reported on Nasdaq SmallCap Market on February 28, 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
1,616,978 SHARES
INTERNATIONAL ISOTOPES INC.
COMMON STOCK
-------------------------
This Prospectus relates to the offering for resale of 1,616,978 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 February 28, 2000, the last reported sale price for the
Company's Common Stock on the Nasdaq SmallCap Market was $6.875 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 March , 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Forward Looking Statements ............................................. 1
The Company .............................................................. 1
Risk Factors ............................................................. 1
Selling Stockholders ..................................................... 2
Plan of Distribution ..................................................... 4
Incorporation of Certain Documents by Reference .......................... 4
Legal Matters ............................................................ 6
Experts .................................................................. 6
Available Information .................................................... 6
</TABLE>
<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 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 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 February 29, 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.
The Selling Stockholders on February 1, 2000 acquired in a private
placement 1,054,652 shares of the Company's Common Stock and Warrants to
purchase up to an additional 527,326 shares of the Company's Common Stock. The
shares offered hereby represent the shares of Common Stock issued to the Selling
Stockholders in the private placement and the shares of Common Stock issuable
upon exercise of the Warrants. In addition, the Company is registering 35,000
shares of Common Stock that were given to David M. Camp, the Company's newly
hired President and CEO, as part of his initial employment package.
<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>
Lighthouse Investment Fund, LP 81,825 81,825 0%
Pharos Fund Limited 531,810 531,810 0%
Lighthouse Partners USA, LP 204,540 204,540 0%
Gryphon Partners, L.P. 122,850 122,850 0%
Archer Fund, L.P. 13,650 13,650 0%
Montrose Investments L.P. 109,092 109,092 0%
Duck Partners, L.P. 68,181 68,181 0%
Hull Overseas, Ltd. 68,181 68,181 0%
Stanford C. Finney, Jr 54,546 54,546 0%
Rainbow Trading Corporation 49,092 49,092 0%
Rainbow Trading Venture Partners 27,273 27,273 0%
Paul Restaino 13,638 13,638 0%
Daurice White cust for 145,000 15,000 (2)
Daniel Patrick McCormack UGMA/TX
Daurice White cust for 145,000 15,000 (2)
</TABLE>
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<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>
John William McCormack UGMA/TX
Daurice White cust for 145,000 15,000 (2)
Meagan Anne McCormack UGMA/TX
Nicholas Leone 15,000 15,000 0%
Edward O. Throp 52,500 52,500 (2)
Belfer Family Investments, LP 67,500 67,500 (2)
Interfin Corporation 144,800 27,300 (2)
Carr Investments, Ltd. 30,000 30,000 0%
David M. Camp 235,000 35,000 (2)
</TABLE>
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Insert list of names and shares offered
(1) 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.
(2) Less than 1% of total shares outstanding.
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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 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
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<PAGE> 8
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.
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;
(2) 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
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<PAGE> 9
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.
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.
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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> 11
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 $ 2,881.00
Nasdaq Listing Fee and BSE Listing Fee $ 12,773.00
Accounting Fees and Expenses $ 2,500.00
Registrant's Legal Fees and Expenses $ 5,000.00
Total $ 23,154.00
</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> 12
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 Selling Stockholders.
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).
* To be filed by Amendment
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> 13
(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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<PAGE> 14
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 JOAN H.
GILLETT, 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 March, 2000.
INTERNATIONAL ISOTOPES INC.
By: /s/ David M. Camp.
--------------------------
David M. Camp, President,
CEO and Director
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<PAGE> 15
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 March 1, 2000
- -------------------------------- Officer, and Director (Principal
David M. Camp Executive Officer)
/s/ Joan H. Gillett Chief Financial Officer March 1, 2000
- -------------------------------- (Principal Financial and
Joan H. Gillett Accounting Officer)
/s/ Tommy L. Thompson Executive Vice President, Chief March 1, 2000
- -------------------------------- Operating Officer and Director
Tommy L. Thompson
/s/ Virgil L. Simmons Senior Vice President March 1, 2000
- -------------------------------- and Director
Virgil L. Simmons
/s/ Ira Lon Morgan Director March 1, 2000
- --------------------------------
Ira Lon Morgan, Ph.D.
/s/ John M. McCormack Director March 1, 2000
- --------------------------------
John M. McCormack
/s/ William W. Nicholson Chairman of the March 1, 2000
- -------------------------------- Board of Directors
William W. Nicholson
/s/ Robert J. Gary Director March 1, 2000
- --------------------------------
Robert J. Gary
/s/ Frederick J. Bonte Director March 1, 2000
- --------------------------------
Frederick J. Bonte, M.D.
/s/ Charles LeMaistre Director March 1, 2000
- --------------------------------
Charles LeMaistre, M.D.
Director March 1, 2000
- --------------------------------
Carl W. Seidel
</TABLE>
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<PAGE> 16
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 Selling Stockholders.
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>
* To be filed by Amendment
<PAGE> 1
EXHIBIT 4.2
THIS WARRANT AND THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, HAVE BEEN
TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR
TRANSFER UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND OTHER APPLICABLE
SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE
OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF
THESE SECURITIES), SUCH REGISTRATION UNDER SUCH ACT AND OTHER APPLICABLE
SECURITIES LAWS IS NOT REQUIRED.
Warrant Certificate Warrant to Purchase
***_________*** ***________***
Number Shares
INTERNATIONAL ISOTOPES, INC.
(Incorporated under the laws of the State of Texas)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.01 PAR VALUE COMMON STOCK OF INTERNATIONAL ISOTOPES, INC.
Warrant Price: $5.50 per share subject to adjustment as provided below.
THIS IS TO CERTIFY that, for value received, ***________________*** or
its registered assigns (either or both of whom are referred to herein as the
"Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, up to ***______*** shares of the $.01 par value common
stock ("Common Stock") of International Isotopes, Inc., a Texas corporation (the
"Company"), and to receive certificate(s) for the Common Stock so purchased.
1. Exercise Period and Vesting. This Warrant is issued by the Company
pursuant to that certain Subscription Agreement between the Company and Holder
(the "Agreement"). The "Exercise Period" is the period beginning on the date of
this Warrant (the "Issuance Date") and ending at 5:00 p.m., Dallas, Texas time,
on January ___, 2003. This Warrant will terminate automatically and immediately
upon the expiration of the Exercise Period.
2. Exercise of Warrant. This Warrant may be exercised, in whole or in
part, at any time and from time to time during the Exercise Period. Such
exercise shall be accomplished by tender to the Company of the purchase price
set forth above as the warrant price (the "Warrant Price"), in cash or by
certified check or bank cashier's check, payable to the order of the Company,
together with presentation and surrender to the Company of this Warrant
Certificate with an executed subscription in substantially the form attached
hereto as Exhibit A. Upon receipt of the foregoing, the Company will deliver to
the Holder, as promptly as possible, a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Holder or
its designee. With respect to any exercise of this Warrant, the Holder will for
all purposes be deemed to have become the holder of record of the number of
shares of Common Stock purchased hereunder on the date this Warrant and payment
of the Warrant Price is received by the Company (the "Exercise Date"),
irrespective of the date of delivery of the certificate evidencing such shares,
except that, if the date of such receipt is a date on which the stock transfer
books of the Company are closed, such person will be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. Fractional shares of Common Stock will
not be issued upon the exercise of this Warrant. In lieu of any fractional
shares that would have been issued but for the immediately preceding sentence,
the Holder will be entitled to receive cash equal to the current market price of
such fraction of a share of Common Stock on the trading day immediately
preceding the Exercise Date. In the event this Warrant is exercised in part, the
Company shall
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<PAGE> 2
issue a new Warrant Certificate to the Holder covering the aggregate number of
shares of Common Stock as to which this Warrant remains exercisable.
3. Transferability and Exchange. (a) This Warrant and the Common Stock
issuable upon the exercise hereof may not be sold, transferred, pledged or
hypothecated, without the prior written consent of the Company, and in the event
of any such transfer, pledge or hypothecation,the Company shall have been
provided with an opinion of counsel (which may or may not be counsel for the
Company), or other evidence reasonably satisfactory to it, that such transfer is
not in violation of the Securities Act, and any applicable state securities
laws. Subject to the satisfaction of the aforesaid conditions, this Warrant and
such shares of Common Stock shall be transferable from time to time by the
Holder upon written notice to the Company. If this Warrant is transferred, in
whole or in part, upon surrender of this Warrant to the Company, the Company
shall deliver to each transferee a Warrant evidencing the rights of such
transferee to purchase the number of shares of Common Stock that such transferee
is entitled to purchase pursuant to such transfer. The Company may place a
legend on this Warrant or any replacement Warrant and on each certificate
representing shares issuable upon exercise of this Warrant as to which the
Company has not been provided evidence that the transfer of such security would
not be in violation of the Securities Act and any applicable state securities
laws. Only a registered Holder may enforce the provisions of this Warrant
against the Company. A transferee of the original registered Holder becomes a
registered Holder only upon delivery to the Company of the original Warrant and
an original Assignment, substantially in the form set forth in Exhibit B
attached hereto.
(b) This Warrant is exchangeable upon its surrender by the Holder to
the Company for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
may be designated by the Holder at the time of such surrender.
(c) The holder of this Warrant understands that this Warrant has not
been and is not expected to be, registered under the Securities Act or any state
securities laws, and, assuming the consent of the Company is obtained pursuant
to Section 3(1) hereof, may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) such holder
shall have delivered to the Company an opinion of counsel, from counsel and in
form reasonably acceptable to the Company, to the effect that the securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration all shares purchasable upon excise of the
Warrant and to all resales or other transfers thereof pursuant to the Securities
Act.
4. Adjustments to Warrant Price. The Warrant Price and, to the extent
specifically provided, the number of shares of Common Stock purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4. For the purpose of
this Section 4, the following terms shall have the following meanings:
(i) "Common Stock" shall mean the Company's common stock, par
value $0.01 per share, and any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.
(ii) "Approved Stock Plan" shall mean any plan which has been
approved by the Board of Directors of the Company, pursuant to which the
Company's securities may be issued to any employee, officer, director,
consultant or other service provider for services provided to the Company.
(iii) "Other Securities" means (i) those rights, warrants,
options or convertible securities of the Company issued prior to, and
outstanding on, the date of issuance of this Warrant, or Common Stock issued or
issuable upon the exercise or conversion of such rights, warrants, options or
convertible securities, (ii) the Common Stock issued pursuant to this Agreement
or the Warrant or other warrants issued pursuant to the Agreement or shares
issuable upon exercise of the Warrant or such other warrants and any shares
issued or issuable (or deemed issued or issuable) by virtue of the operation of
the antidilution provisions or Reset Price of the Warrant or other warrants
issued pursuant to the Agreement, or (iii) securities issued or issuable
pursuant to transactions arranged by or pursuant to which Stonegate Securities
or its affiliates acted as placement agent, finder, intermediary, underwriter.
(a) In the event that on the 180th day following the Issuance Date (the
"Reset Date") the average closing bid price for the Common Stock during the
twenty consecutive trading day period
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<PAGE> 3
immediately prior to the Reset Date (the "Reset Price") is less than the Warrant
Price, then the Warrant Price shall then be adjusted to equal the Reset Price.
(b) In case the Company shall (i) pay a dividend or make a distribution
in shares of Common Stock or other securities, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issue by reclassification of its shares of Common Stock other securities of the
Company, then the Warrant Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, or the number and kind of securities issuable on such date,
shall be proportionately adjusted so that the Holder of any Warrant thereafter
exercised shall be entitled to receive the aggregate number and kind of shares
of Common Stock (or such other securities other than Common Stock) of the
Company that, if such Warrant had been exercised immediately prior to such date,
the Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.
(c) In case the Company shall issue or sell any shares of Common Stock
to all of its existing stockholders for a consideration per share less than the
current market price per share of Common Stock on the date of such issue or
sale, except for securities issued or issuable (or deemed issued or issuable) in
connection with an Approved Stock Plan or for Other Securities, then in each
such case the Warrant Price shall forthwith be adjusted to equal the then
current Warrant Price times the quotient obtained by dividing (i) the sum of (x)
the number of shares of Common Stock outstanding immediately prior to such issue
or sale, plus (y) the consideration, if any, received by the Company upon such
issue or sale, divided by the current market price per share of Common Stock on
the date of such issue or sale, by (ii) the number of shares of Common Stock
outstanding immediately after such issue or sale.
In any determination of an adjusted Warrant Price, (i) the number of
shares of Common Stock outstanding at any given time shall exclude shares in the
treasury of the Company and shall include shares issuable in respect of script
certificates issued in lieu of fractions of shares of Common Stock, (ii) in the
case of the issue of shares of Common Stock for cash, the consideration received
by the Company therefor shall be deemed to be the amount of cash received by the
Company for such shares, without deduction of the costs, expenses, fees and
commissions incidental to the issue and sale thereof, and (iii) in the case of
the issue of shares of Common Stock for a consideration in whole or in part
other than cash, the consideration received by the Company therefor shall be
deemed to be the fair value to the Company of such consideration as determined
in good faith by, and reflected in a formal resolution of, the Board of
Directors of the Company.
In case of the issuance by the Company of any security that is
convertible into shares of Common Stock at a price less than the current market
price per share of Common Stock on the date of such issuance, or of any rights,
warrants or options to purchase shares of Common Stock at a price less than the
current market price per share of Common Stock on the date of such issuance, (i)
the Company shall be deemed to have issued the maximum number of shares of
Common Stock deliverable upon the exercise of such conversion privileges or
rights, warrants or options, and (ii) the consideration therefor shall be deemed
to be (A) the consideration actually received by the Company for the issuance of
such convertible securities, rights, warrants or options, as the case may be,
without deduction of the costs, expenses, fees and commissions incidental to the
issue and sale thereof, plus (B) the additional minimum consideration, if any,
to be received by the Company in connection with such conversion or upon the
exercise of such rights, warrants or options. No further adjustment of the
Warrant Price shall be made as a result of the actual issuance of the shares of
Common Stock referred to in this paragraph. Upon the expiration of such rights,
warrants or options, or the termination of such privilege to convert, the
Warrant Price and the number of shares of Common Stock purchasable upon exercise
of this Warrant shall be readjusted to such Warrant Price and such number of
shares of Common Stock as would have pertained had the adjustments made upon the
issuance of such rights, warrants, options or convertible securities been made
upon the basis of the issuance of only the number of shares of Common Stock
actually delivered upon the exercise of such rights, warrants or options or upon
the conversion of such securities.
(d) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in
3
<PAGE> 4
which the Company is the surviving corporation) of cash, evidences of
indebtedness or assets, or subscription rights or warrants (excluding those
referred to in subsection (b) above), the Warrant Price to be in effect after
such record date shall be determined by multiplying the Warrant Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price per share of Common Stock on such record date,
less the amount of cash so to be distributed (or the fair market value (as
determined in good faith by, and reflected in a formal resolution of, the Board
of Directors of the Company) of the portion of the assets or evidences of
indebtedness so to be distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, and the denominator of which shall be
such current market price per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Warrant Price shall again be adjusted to
be the Warrant Price which would then be in effect if such record date had not
been fixed.
(e) For the purpose of any computation under any subsection of this
Section 4, the "current market price" per share of Common Stock on any date
shall be the per share price of the Common Stock on the trading day immediately
prior to the event requiring an adjustment hereunder and shall be: (i) if the
principal trading market for such securities is a national or regional
securities exchange, the closing price on such exchange on such day; or (ii) if
sales prices for shares of Common Stock are reported by the Nasdaq National
Market System or Nasdaq Small Cap Market (or a similar system then in use), the
last reported sales price so reported on such day; or (iii) if neither (i) nor
(ii) above are applicable, and if bid and ask prices for shares of Common Stock
are reported in the over-the-counter market by Nasdaq (or, if not so reported,
by the National Quotation Bureau), the average of the high bid and low ask
prices so reported on such day. Notwithstanding the foregoing, if there is no
reported closing price, last reported sales price, or bid and ask prices, as the
case may be, for the day in question, then the current market price shall be
determined as of the latest date prior to such day for which such closing price,
last reported sales price, or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the current market price shall be determined in good
faith by, and reflected in a formal resolution of, the Board of Directors of the
Company.
(f) Notwithstanding any provision herein to the contrary, no adjustment
in the Warrant Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Warrant Price; provided, however,
that any adjustments which by reason of this subsection (e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 4 shall be made to the nearest
cent or the nearest one-hundredth of a share, as the case may be.
(g) In the event that at any time, as a result of an adjustment made
pursuant to Section 4(b), the Holder of any Warrant thereafter exercised shall
become entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, thereafter the number of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 4, and the other
provisions of this Warrant shall apply on like terms to any such other shares.
(h) If the Company merges or consolidates into or with another
corporation or entity, or if another corporation or entity merges into or with
the Company (excluding such a merger in which the Company is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common
Stock), or if all or substantially all of the assets or business of the Company
are sold or transferred to another corporation, entity, or person, then, as a
condition to such consolidation, merger, or sale (a "Transaction"), lawful and
adequate provision shall be made whereby the Holder shall have the right from
and after the Transaction to receive, upon exercise of this Warrant and upon the
terms and conditions specified herein and in lieu of the shares of the Common
Stock that would have been issuable if this Warrant had been exercised
immediately before the Transaction, such shares of stock, securities, or assets
as the Holder would have owned immediately after the Transaction if the Holder
had exercised this Warrant immediately before the effective date of the
Transaction. The Company shall not effect any Transaction unless prior to or
simultaneously with the consummation thereof the successor corporation, entity,
or person (if other than the Company) resulting
4
<PAGE> 5
from the Transaction or purchasing assets or the business of the Company in the
Transaction shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to receive.
(i) In case any event shall occur as to which the other provisions of
this Section 4 are not strictly applicable but the failure to make any
adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof, then, in
each such case, the Company shall effect such adjustment, on a basis consistent
with the essential intent and principles established in this Section 4, as may
be necessary to preserve, without dilution, the purchase rights represented by
this Warrant.
5. Representations of Holder. The holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the shares
issuable upon exercise of this Warrant for its own account for investment only
and not with a view towards, or for resale in connection with, the public sale
or distribution of this Warrant or the shares issuable upon exercise of this
Warrant, except pursuant to sales registered or exempted under the Securities
Act. The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise of
this Warrant, the holder shall confirm in writing, in a form satisfactory to the
Company, that the shares issuable upon exercise of the Warrant are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities laws.
6. Registration Rights. The Holder shall be entitled to the benefits of
the registration rights set forth in that certain Registration Rights Agreement
by and among the Company and the Holders of the Warrants dated January ___,
2000.
7. Reservation of Shares. The Company agrees at all times to reserve
and hold available out of the aggregate of its authorized but unissued Common
Stock the number of shares of its Common Stock issuable upon the full exercise
of this Warrant. The Company further covenants and agrees that all shares of
Common Stock that may be delivered upon the exercise of this Warrant will, upon
delivery, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the purchase thereof hereunder.
8. Notices to Holder. Upon any adjustment of the Warrant Price (or
number of shares of Common Stock purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall promptly thereafter cause to be given
to the Holder written notice of such adjustment. Such notice shall include the
Warrant Price (and/or the number of shares of Common Stock purchasable upon the
exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company's method of calculation and the facts upon which
such calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this Section 8.
In the event of (a) any fixing by the Company of a record date with
respect to the holders of any class of securities of the Company for the purpose
of determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property, or to
receive any other right, or (b) any capital reorganization of the Company, or
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets or business of the Company
to, or consolidation or merger of the Company with or into, any other entity or
person, or (c) any voluntary or involuntary dissolution or winding up of the
Company, then and in each such event the Company will give the Holder a written
notice specifying, as the case may be, (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of
such dividend, distribution, or right; or (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such capital stock or securities receivable upon the
5
<PAGE> 6
exercise of this Warrant) shall be entitled to exchange their shares of Common
Stock (or such other stock securities) for securities or other property
deliverable upon such event. Any such notice shall be given at least 20 days
prior to the earliest date therein specified.
9. No Rights as a Stockholder. This Warrant does not entitle the Holder
to any voting rights or other rights as a stockholder of the Company, nor to any
other rights whatsoever except the rights herein set forth.
10. Additional Covenants of the Company. At such time as the Common
Stock is listed for trading on any regional or national securities exchange or
Nasdaq, the Company shall, upon issuance of any shares for which this Warrant is
exercisable, at its expense, promptly obtain and maintain the listing of such
shares.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Exchange Act for so long as and to the extent that such
requirements apply to the Company.
The Company shall not, by amendment of its Certificate of Incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant. Without limiting the generality of the foregoing, the Company (a) will
at all times reserve and keep available, solely for issuance and delivery upon
exercise of this Warrant, shares of Common Stock issuable from time to time upon
exercise of this Warrant, (b) will not increase the par value of any shares of
capital stock receivable upon exercise of this Warrant above the amount payable
therefor upon such exercise, and (c) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.
11. Specific Performance. The Company stipulates that remedies at law,
in money damages, available to the Holder or to a holder of Common Stock issued
pursuant to the exercise of this Warrant, in the event of any default or
threatened default by the Company in the performance of or compliance with any
of the terms of this Warrant, are not and will not be adequate. Therefore, the
Company agrees that the terms of this Warrant may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
12. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company, the Holder and their respective successors
and permitted assigns.
13. Notices. The Company agrees to maintain a ledger of the ownership
of the Warrants (the "Warrant Ledger). Any notice hereunder shall be given by
registered or certified mail if to the Company, at its principal executive
office and, if to the Holder, to its address shown in the Warrant Ledger of the
Company, provided that the Holder may at any time on three (3) days' written
notice to the Company designate or substitute another address where notice is to
be given. Notice shall be deemed given and received after a certified or
registered letter, properly addressed with postage prepaid, is deposited in the
U.S. mail.
14. Severability. Every provision of this Warrant is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Warrant.
15. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to the
principles of choice of laws thereof. Venue for any dispute arising hereunder
shall lie in the state or federal courts of Dallas County, Texas.
16. Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Warrant, the Holder, if successful, shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedy.
17. Entire Agreement. This Warrant (including the exhibits attached
hereto) constitutes the entire understanding between the Company and the Holder
with respect to the subject matter hereof, and supersedes all prior
negotiations, discussions, agreements and understandings relating to such
subject matter.
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<PAGE> 7
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer, and its corporate seal hereunto affixed.
DATED:
--------------------
INTERNATIONAL ISOTOPES, INC.
By:
---------------------------
Its:
--------------------------
7
<PAGE> 8
EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Holder to Exercise the Rights To Purchase Common
Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ___________ shares
(the "Stock") of the Common Stock of International Isotopes, Inc., ("Company")
pursuant to and in accordance with the terms and conditions of the attached
Warrant, and hereby makes payment of $______________ therefor by tendering cash
or delivering a certified check or bank cashier's check, payable to the order of
the Company. The undersigned requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below. If such number of shares is not all of the shares
purchasable pursuant to the attached Warrant, the undersigned requests that a
new Warrant of like tenor for the balance of the remaining shares purchasable
thereunder be delivered to the undersigned at the address stated below.
In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for investment and not
with a view to, or for resale in connection with, a distribution of the shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
I understand that because the Stock has not been registered under the
Securities Act, I must hold such Stock indefinitely unless such Stock is
subsequently registered and qualified under the Securities Act or is exempt from
such registration and qualification. I shall make no transfer or disposition of
the Stock unless (a) such transfer or disposition can be made without
registration under the Securities Act by reason of a specific exemption from
such registration and such qualification, or (b) a registration statement has
been filed pursuant to the Securities Act and has been declared effective with
respect to such disposition.
I agree that each certificate representing the Stock delivered to me
shall bear substantially the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR
UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,
PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.
I further agree that the Company may place stop orders on the
certificates evidencing the Stock with the transfer agent, if any, to the same
effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon my furnishing to the Company an opinion of
counsel (reasonably satisfactory to the Company) to the effect that such legend
may be removed.
Date: Signed:
--------------------------- ----------------------------
Address:
------------------------
- --------------------------------
- --------------------------------
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EXHIBIT B
ASSIGNMENT
(To be Executed by the Holder to Effect Transfer of the Within Warrant)
For Value Received __________________________ hereby sells, assigns and
transfers to _____________________________ this Warrant and the rights
represented hereby to purchase _________ shares of Common Stock in accordance
with the terms and conditions hereof, and does hereby irrevocably constitute and
appoint _____________________________ as attorney to transfer this Warrant on
the books of the Company with full power of substitution.
Date: Signed:
--------------------------- ------------------------------------
Please print or typewrite name Please insert Social Security or their
and address of assignee: Tax Identification Number of Assignee:
- -------------------------------- -------------------------------------------
- --------------------------------
- --------------------------------
9
<PAGE> 1
EXHIBIT 5
Locke Liddell & Sapp LLP
100 Congress, Suite 300
Austin, Texas 78701
March 1, 2000
International Isotopes Inc.
1500 Spencer Road
Denton, Texas 76201
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 1,581,978
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 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
----------------------------
