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WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International Uranium Corporation
Ontario, Canada
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Independence Plaza, Suite 950
1050 Seventeenth Street
Denver, Colorado 80265
303-628-7798 (phone)
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Share Option Plan
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David C. Frydenlund
Vice President and General Counsel
International Uranium Corporation
1050 17th Street, Suite 950
Denver, Colorado 80265
(303) 389-4130
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share Price Registration Fee
----------------------- -------------------- ---------------------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 6,700,000 shares (2) 1,474,000(2) $389.14
----------------------- -------------------- ---------------------- ------------------------- ------------------------
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(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Share Option
Plan (the "Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of shares
of Common Stock registered hereby is estimated, solely for purposes of
calculating the registration fee, on the basis of the price of
securities of the same class, as determined in accordance with Rule
457(c), using the average of the high and low prices reported by The
Toronto Stock Exchange for the Common Stock on October 13, 2000, which
was CDN$0.33 (US$0.22)
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per share. The Canadian price has been converted to US currency based
on the closing US/CDN exchange rate on October 13, 2000 of 0.6637.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by International Uranium Corporation
(the "Registrant") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 20-F, as amended, for the
year ended September 30, 1999.
(b) The Company's Forms 6-K filed on October 18, 2000, September
18, 2000, May 31, 2000, April 7, 2000, February 28, 2000,
February 24, 2000, February 17, 2000 and February 9, 2000.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed under Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that a director will not be liable for
monetary damages incurred by the Company in the execution of the duties of his
office or in relation thereto unless due to his failure to exercise the powers
and to discharge the duties of his office honestly, in good faith and in the
best interests of the Company and in connection therewith to exercise the degree
of care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
In addition, the Company's Bylaws provide that the Company will
indemnify its directors and executive officers and may indemnify its other
officers, employees and other applicable agents to the fullest extent permitted
by Ontario law. The applicable Ontario law, the Ontario Business Corporations
Act, provides that the Company may indemnify a director or officer of the
Company, a former director or officer of the Company or a person who acts or
acted at the Company's request as a director or officer of a body corporate of
which the Company is or was a shareholder or creditor, and his or her heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him or her in respect of any civil, criminal or administrative action or
proceeding to which he or she is made a party by reason of being or having been
a director or officer of the Company or such body corporate, if,
(a) he or she acted honestly and in good faith with a view to the
best interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable
grounds for believing that his or her conduct was lawful.
The Ontario Business Corporations Act also provides that, with the approval of
the court, such persons may also be indemnified by the Company in respect of an
action by or on behalf of the Company to procure a judgment in its favor, to
which the person is made a party by reason of being or having been a director or
officer of the Company. Generally, any director or officer who is entitled to an
indemnity may also be indemnified by the Company for all of his or her costs and
expenses incurred in defending his or her position, if he or she was
substantially successful in his or her defense.
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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The above discussion of the Registrant's Bylaws and Ontario law is
not intended to be exhaustive and is qualified in its entirety by such Bylaws,
the Company's Certificate of Incorporation and Ontario Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
NUMBER DESCRIPTION
5.1 Opinion of Cassels Brock & Blackwell
10.1 Stock Option Plan and Forms of Option Agreements (Incorporated by
reference from the Company's Registration Statement on Form 20-F;
File No. O-24443; Exhibits 3(e), 3(f) and 3(g))
23.1 Consent of Cassels Brock & Blackwell (included in the Opinion filed
as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors, with
respect to the consolidated financial statements of the Registrant.
24.1 Power of Attorney (included on signature page).
Item 9. Undertaking.
(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 of 1933;
(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;
(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) of this
section do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
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pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on From S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 18th day of
October, 2000.
INTERNATIONAL URANIUM CORPORATION
By: /s/ Ron F. Hochstein
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Ron F. Hochstein, Chief Executive Officer and President
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POWER OF ATTORNEY
We, the undersigned directors and officers of International Uranium
Corporation, do hereby make, constitute and appoint Ron F. Hochstein and David
C. Frydenlund, and each of them acting individually, our true and lawful
attorneys-in-fact and agents, with power to act without any other and with full
power of substitution, to do any and all acts and things in our name and behalf
in our capacities as directors and officers, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with 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 or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE
<S> <C>
/s/ Ron F. Hochstein President, Chief Executive Officer and Director
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Ron F. Hochstein
/s/ David C. Frydenlund Vice President, Chief Financial Officer and Treasurer
-------------------------------------- (Principal Financial Officer and Accounting Officer),
David C. Frydenlund General Counsel, Corporate Secretary and Director
/s/ Lukas H. Lundin Director
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Lukas H. Lundin
/s/ John H. Craig Director
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John H. Craig
/s/ Christopher J.F. Harrop Director
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Christopher J.F. Harrop
/s/ William A. Rand Director
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William A. Rand
/s/ Earl E. Hoellen Director
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Earl E. Hoellen
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cassels Brock & Blackwell
10.1 Stock Option Plan and Forms of Option Agreements (Incorporated by
reference from the Company's Registration Statement on Form 20-F;
File No. O-24443; Exhibits 3(e), 3(f) and 3(g))
23.1 Consent of Cassels Brock & Blackwell (included in the Opinion filed
as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors, with
respect to the consolidated financial statements of the Registrant.
24.1 Power of Attorney (included on signature page).
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