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As filed with the Securities and Exchange Commission on November 21, 1995
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Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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URANIUM RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2212772
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251
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(Address of Principal Executive Offices)(Zip Code)
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URANIUM RESOURCES, INC. WALLACE M. MAYS OPTION GRANT
(Full title of the plan)
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PAUL K. WILLMOTT
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251
TELEPHONE: (214) 387-7777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ALFRED C. CHIDESTER
BAKER & HOSTETLER
303 EAST 17TH AVENUE, SUITE 1100
DENVER, COLORADO 80203
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered price per share(1) aggregate offering registration fee(2)
price(1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share 50,000 $4.75 $237,500 $100
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</TABLE>
(1) Calculated pursuant to Rule 457(h), based on the exercise price of
$4.75 per share.
(2) Registration fee is calculated on the basis of 1/29
of 1% of the proposed maximum aggregate offering price of $237,500.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted by the Securities and Exchange Commission under the Securities
Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K, as
amended, for the year ended December 31, 1994;
(b) All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1994; and
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed February
5, 1990 pursuant to Section 12(g) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
All reports and other 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
Indemnification provisions for directors, officers and controlling
persons of the Registrant against liability, including liability under the
Securities Act is provided for by the Registrant's Certificate of Incorporation
and Bylaws as well as the Delaware General Corporation Law. Under the
Certificate of Incorporation and Bylaws of the Registrant, each person who is
or was a director, officer or controlling persons of the Registrant will be
indemnified by the Registrant as a matter of right to the extent permitted or
authorized by law. The effects of the Certificate of Incorporation, the Bylaws
and the Delaware General Corporation Law may be summarized as follows:
(a) Under Delaware law, to the extent that such a person is successful
on the merits in defense of a suit or proceeding brought against him by reason
of the fact that he is a director or officer of the Registrant, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action;
(b) In other circumstances, a director or officer of the Registrant may
be indemnified against expenses (including attorneys' fees) judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in and not opposed to the best
interest of the Registrant, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
however, in an action or suit by or in the right of the Registrant to procure a
judgment in its favor, such person will not be indemnified if he has been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court deems proper. A determination that indemnification of a
director or officer is proper will be made by a disinterested majority of the
Registrant's Board of Directors, by independent legal counsel, or by the
stockholders of the Registrant; and
(c) The Registrant's Certificate of Incorporation contains a provision
which eliminates, to the fullest extent permitted by the Delaware General
Corporation Law, the liability of directors of the Registrant from monetary
damages arising from any breach of fiduciary duties as a member of the
Registrant's Board of Directors. This provision will not eliminate liability,
for among other matters, (i) breaches of duty of loyalty, (ii) acts or
omissions not in good faith or knowing violations of law, (iii) unlawful
payments of dividends or unlawful stock purchases or redemption, or (iv) any
transaction from which the director derived an improper personal benefit.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The 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;
(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 the undertakings set forth in paragraphs
(i) and (ii) above do not apply and 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 this 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.
(b) The Registrant hereby further undertakes that, for the
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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(c) Insofar as the indemnification for liabilities arising
under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 21 day of
November, 1995.
URANIUM RESOURCES, INC.
By: /s/ Paul K. Willmott
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Paul K. Willmott
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Paul K. Willmott Chairman of the Board, Chief Executive November 21, 1995
- --------------------------------------------- Officer and President
Paul K. Willmott (Principal Executive Officer)
/s/ Leland O. Erdahl Director November 21, 1995
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Leland O. Erdahl
/s/ George R. Ireland Director November 21, 1995
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George R. Ireland
/s/ James B. Tompkins Director November 21, 1995
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James B. Tompkins
/s/ Thomas H. Ehrlich Vice President and Chief Financial November 21, 1995
- -------------------------------------------- Officer (Principal Financial Officer
Thomas H. Ehrlich and Principal Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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4.1 Non-Qualified Stock Option Agreement
dated July 31, 1995, between the Registrant
and Wallace M. Mays.
4.2 Article 4 of the Certificate of Incorporation
of the Registrant.
5.1 Opinion of Baker & Hostetler.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Hostetler - included in
Exhibit 5.1.
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EXHIBIT 4.1
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NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT is entered into July 31, 1995,
between Uranium Resources, Inc., a Delaware corporation (the "Company"), and
Wallace M. Mays, an individual (the "Optionee"), with reference to the
following facts:
A. the Company desires to grant an option to Optionee; and
B. Optionee desires to accept such option.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Grant of Option.
The Company hereby grants to Optionee an irrevocable option to
purchase up to 50,000 shares of the Common Stock of the Company (the "Shares")
at a price of $4.75 per Share. This option shall expire at 5:00 p.m. Central
time, on May 31, 1998.
2. Exercise of Option.
Subject to Optionee's compliance with the terms of the letter
agreement between the Company and Optionee dated July 31, 1995, a copy of which
is attached hereto (the "Letter Agreement"), this option may be exercised by
delivery of written notice to the Company stating the number of Shares with
respect to which the option is being exercised, together with full payment of
the purchase price therefor. Payment shall be made in cash or by certified
check or by bank cashiers' check. The Optionee hereby agrees to pay to the
Company at the time such written notice is delivered to the Company any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the option granted hereunder. If the Optionee does not make such
payment to the Company, the Company shall have the right to deduct from any
payment of any kind otherwise due to the Optionee from the Company, any such
federal, state, or local taxes of any kind required by law to be so withheld.
Breach (as determined by a final non-appealable court order) by Optionee of the
Letter Agreement shall render this option null and void.
3. Reserved Shares.
The Company has duly reserved for issuance a number of
authorized but unissued shares adequate to fulfill its obligations under this
agreement. During the term of this agreement the Company shall take such action
as may be necessary to maintain at
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all times an adequate number of shares reserved for issuance or treasury shares
to fulfill its obligations hereunder.
4. Assignment or Transfer.
This option may not be assigned or transferred without the prior
written consent of the Company, except pursuant to the laws of descent and
distribution.
5. Compliance with Law.
This option shall not be exercised, and no Shares shall be issued
in respect hereof, unless (a) in compliance with federal and applicable state
securities or other laws and (b) the Company obtains any approval or other
clearance from any federal or state governmental agency which the Company in
its sole discretion shall determine to be necessary or advisable.
7. Legends and Representations.
(a) The certificates evidencing Shares purchased pursuant to this
option shall bear any legends deemed necessary by the Company.
(b) As a condition to the exercise of this option, Optionee will
deliver to the Company such signed representations as may be necessary, in the
opinion of counsel satisfactory to the Company, for compliance with applicable
federal and state securities law.
8. Notice.
All notices or other communications desired to be given hereunder
shall be in writing and shall be deemed to have been duly given upon receipt,
if personally delivered, or on the third business day following mailing by
United States first class mail, postage prepaid, and addressed as follows:
If to the Company: Paul Willmott, President
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Lock Box 12
Dallas, Texas 75251
If to Optionee: Wallace M. Mays
303 East 17th Avenue, Suite 700
Denver, Colorado 80203
or to such other address as either party shall give to the other in the manner
set forth above.
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9. Tax Treatment.
Optionee acknowledges that the tax treatment of this option,
Shares subject to this option or any events or transactions with respect
thereto may be dependent upon various factors or events which are not
determined by this Agreement. The Company makes no representations with respect
to and hereby disclaims all responsibility as to such tax treatment.
10. Nonqualified Status.
This option is not intended to be an "Incentive Stock Option"
as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and
it shall not be treated as an Incentive Stock Option, whether or not, by its
terms, it meets the requirements of Section 422.
11. Adjustments.
The number of shares of Common Stock covered by the Option, as
well as the price per share of Common Stock covered by the Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock of the Company.
In the event of the proposed merger or consolidation of the
Company or dissolution or liquidation of the Company, the Board shall notify
the Optionee at least thirty (30) days prior to such proposed action. To the
extent it has not been previously exercised, the option will terminate
immediately prior to the consummation of such proposed action.
IN WITNESS WHEREOF, the Company and Optionee have executed this Stock
Option Agreement effective as of the date first set forth above.
The Company
URANIUM RESOURCES, INC.
By: /s/ PAUL WILLMOTT
--------------------------
Title: President
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The Optionee
Wallace M. Mays
/s/ WALLACE M. MAYS
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EXHIBIT 4.2
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CERTIFICATE OF INCORPORATION
OF
URANIUM RESOURCES, INC.
ARTICLE 4
The aggregate number of shares which the corporation has authority to
issue is Twelve Million Five Hundred Thousand (12,500,000) shares, $0.001 par
value per share. The shares are designated as common stock and have identical
rights and privileges in every respect.
The holders of the stock of the corporation shall have no preemptive
rights to subscribe for any securities of the corporation.
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EXHIBIT 5.1
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EXHIBIT 5.1
November 21, 1995
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Lock Box 12
Dallas, TX 75251
Gentlemen:
We have acted as counsel for Uranium Resources, Inc. (the "Company")
in connection with the registration under the Securities Act of 1933 (the
"Act") on Form S-8 of 50,000 shares of the Company's Common Stock, $0.001 Par
Value (the "Shares") covered by a Non-Qualified Stock Option Agreement dated
July 31, 1995, between the Company and Wallace M. Mays (the "Option
Agreement"). The Registration Statement on Form S-8 and exhibits thereto filed
with the Securities and Exchange Commission under the Act are referred to
herein as the "Registration Statement."
We have examined the Certificate of Incorporation, the Bylaws and the
Minutes of the Board of Directors of the Company, the applicable laws of the
State of Delaware and a copy of the Registration Statement.
Based on the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Company is
authorized to issue and to sell the Shares; and the Shares, when issued
pursuant to the terms of the Option Agreement will be fully paid and
nonassessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement.
Very truly yours,
BAKER & HOSTETLER
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen, LLP
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Denver, Colorado,
November 21, 1995
