<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
--------
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14(a)-11(c) or Section
240.14a-12
Uranium Resources, Inc.
- ----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: / /
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
/ / Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by the Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------
(2) Form, Schedule or Registration No.:
-----------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------
<PAGE> 2
URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 1996
To the Stockholders of
URANIUM RESOURCES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Uranium
Resources, Inc., a Delaware corporation (the "Company"), will be held at the
Marriott Bayfront Corpus Christi, 900 North Shoreline Boulevard, Corpus
Christi, Texas 78401 on Wednesday, May 29, 1996, at 9:00 a.m., local time, for
the following purposes:
1. To elect four (4) directors of the Company to serve until the next
annual meeting of stockholders or until their respective successors shall be
elected and qualified;
2. To consider and vote upon a proposal to amend Article 4 of the
Company's Restated Certificate of Incorporation to increase the authorized
shares of common stock, $.001 par value per share, from 12,500,000 shares to
25,000,000 shares;
3. To consider and vote upon a proposal to ratify the selection of Arthur
Andersen, LLP, independent accountants, as independent auditors for the Company
for the fiscal year ending December 31, 1996; and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 15, 1996,
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY
BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON, SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Directors
/s/ Thomas H. Ehrlich
----------------------------
Thomas H. Ehrlich, Secretary
DALLAS, TEXAS
April 26, 1996
<PAGE> 3
URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 1996
This Proxy Statement is furnished to stockholders of Uranium Resources,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders (the "Meeting") to be held at the Marriott
Bayfront Corpus Christi, 900 North Shoreline Boulevard, Corpus Christi, Texas
78401 on Wednesday, May 29, 1996, at 9:00 a.m., local time, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
approximate date on which this Proxy Statement and the enclosed Proxy will
first be sent to stockholders is April 26, 1996.
ACTION TO BE TAKEN AT THE MEETING
Shares represented by a properly executed Proxy, unless the stockholder
otherwise instructs in the Proxy, will be voted (a) for the election of the
four individuals named below under the caption Election of Directors as
directors of the Company; (b) for the approval of the amendment (the
"Amendment") to Article 4 of the Company's Restated Certificate of
Incorporation to increase the Company's authorized common stock, $.001 per
value (the "Common Stock") from 12,500,000 shares to 25,000,000 shares; (c) for
the ratification of the selection of Arthur Andersen, LLP, independent
accountants, as independent auditors of the Company for the fiscal year ending
December 31, 1996; and (d) at the discretion of the Proxy holders on any other
matter or business that may be properly presented at the Meeting or any
adjournment thereof. Where a stockholder properly executes a Proxy and gives
instructions on how his shares are to be voted, the shares will be voted in
accordance with those instructions.
A Proxy may be revoked at any time by a stockholder before it is exercised
by giving written notice to the Secretary of the Company, or by signing and
delivering a Proxy which is dated later, or, if the stockholder attends the
Meeting in person, by either notice of revocation to the inspectors of election
at the Meeting or by voting at the Meeting.
The only matters that management intends to present at the Meeting are the
three matters referenced in subparagraphs (a) through (c) above. If any other
matter or business is properly presented at the Meeting, the proxy holders will
vote upon it in accordance with their best judgment.
<PAGE> 4
VOTING SECURITIES
The record date for the Meeting is April 15, 1996. Only stockholders of
record at the close of business on that date will be entitled to vote at the
Meeting. At the close of business on that date, there were issued and
outstanding 8,754,777 shares of the Company's Common Stock entitled to one vote
per share. In the election of directors, cumulative voting is not allowed. A
majority of the outstanding Common Stock, present in person or by Proxy and
entitled to vote, will constitute a quorum for the transaction of business at
the Meeting. Under Delaware law and the Company's Bylaws, if a quorum is
present at the Meeting: (i) to be elected a director, each nominee must
receive a plurality of the votes of the shares present in person or by Proxy at
the Meeting and entitled to vote on the matter, and (ii) the affirmative vote
of the majority of shares present in person or by Proxy at the Meeting and
entitled to vote on the matter is required to (a) approve the Amendment, (b)
ratify the selection of Arthur Andersen, LLP, as independent auditors of the
Company for the fiscal year ending December 31, 1996, and (c) approve any other
matter submitted to a vote of stockholders at the Meeting. In the election of
directors, any action other than a vote for a nominee will have the practical
effect of voting against the nominee. Abstention from voting on any matter
presented at the Meeting will have the practical effect of voting against any
such matter since it is one less vote for approval. Broker non-votes on any
matter will not be considered "shares present" for voting purposes.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth, as of March 15, 1996, certain information
regarding persons known by the Company to be the beneficial owner of more than
5% of the outstanding shares of the Company's Common Stock. Shown separately
in the second table below is certain information regarding the beneficial
ownership of the Company's Common Stock by (i) each director and nominee for
director of the Company, (ii) each of the executive officers named in the
Summary Compensation Table set forth below under the caption Executive
Compensation, and (iii) all directors and executive officers as a group.
-2-
<PAGE> 5
PRINCIPAL STOCKHOLDERS
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
------------------------- ----------------- --------
<S> <C> <C>
Oren L. Benton 1,252,882(3) 14.3%
1515 Arapahoe Street
Three Park Central, Suite 1000
Denver, CO 80202
Barry R. Feirstein 750,000 8.6%
Feirstein Capital Management Corp.
767 Third Avenue
28th Floor
New York, NY 10017
Raymond G. Larson 685,128 7.8%
P.O. Box 276
Crestone, CO 81131
Lindner Growth Fund 811,525(4) 9.3%
7711 Carondelet Avenue
Suite 700
Clayton, MO 63105
Lindner Dividend Fund 2,589,000(4)(5) 24.6%
7711 Carondelet Avenue
Suite 700
Clayton, MO 63105
Lindner Bulwark Fund 750,000(4)(6) 7.9%
7711 Carondelet Avenue
Suite 700
Clayton, MO 63105
Ryback Management Corporation 407,000(7) 4.6%
7711 Carondelet Avenue
Suite 700
Clayton, MO 63105
- --------------------
</TABLE>
(1) Each person has sole voting and investment power with respect to the
shares listed, unless otherwise indicated. Beneficial ownership
includes shares over which the indicated beneficial owner exercises
voting and/or investment power.
-3-
<PAGE> 6
(2) The shares owned by each person, and the shares included in the total
number of shares outstanding, have been adjusted, and the percentages
owned have been computed, in accordance with Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934. Shares subject to options or warrants
currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage ownership of the person
holding such options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other person.
(3) Includes 736,842 shares owned by Concord International Mining and
Management Corp. ("CIMM") of which Mr. Benton is the sole stockholder.
The Company has been informed by counsel to Westinghouse Electric
Corporation ("Westinghouse"), that Westinghouse holds these 736,842
shares pursuant to a pledge of such shares as collateral security to
Westinghouse by CIMM on December 6, 1994. Of the remainder of all
the shares beneficially owned by Mr. Benton, counsel to Intertech
Corporation ("Intertech") has informed the Company that Intertech, by
and through its attorneys, holds 496,040 of such shares pursuant to a
pledge of such shares as collateral security under a Stipulation and
Agreement dated October 28, 1994 agreed and accepted to by Intertech,
Nuexco Trading Corporation and Mr. Benton.
(4) Lindner Growth Fund, Lindner Dividend Fund, and Lindner Bulwark Fund
(the "Lindner Group") are members of the same family of mutual funds
and may be deemed collectively as a controlling stockholder of the
Company. The Lindner Group is managed by Ryback Management Corporation
("Ryback"), an investment adviser. Ryback has discretionary authority
over the shares owned beneficially by the Lindner Group, including
the power to vote and dispose of such shares.
(5) Includes 839,000 outstanding shares owned beneficially by Lindner
Dividend Fund, 1,125,000 shares issuable upon conversion of the Notes
and 625,000 shares issuable upon exercise of the Warrants.
(6) Includes 375,000 shares issuable upon conversion of certain notes and
375,000 shares issuable upon exercise of warrants. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS - Lindner Notes and Warrants."
(7) Ryback manages the accounts of third parties that are not affiliated
with the Lindner Group. Such parties own beneficially 407,000
outstanding shares over which Ryback has discretionary authority to
vote and dispose of such shares.
-4-
<PAGE> 7
MANAGEMENT
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
---------------- ------------ ---------
<S> <C> <C>
William M. McKnight, Jr. 274,684(3) 3.1%
Wallace M. Mays 0(4) *
Paul K. Willmott 30,250(5) *
Joe H. Card 6,750(6) *
Leland O. Erdahl 106,750(7) 1.2%
George R. Ireland 109,000(8) 1.2%
James B. Tompkins 100,000(9) 1.1%
All executive officers and directors 629,834(10) 6.9%
as a group (8 persons)
</TABLE>
- ------------------------------
* Less than 1%.
(1) Each person has sole voting and investment power with respect to the
shares listed, unless otherwise indicated. Beneficial ownership
includes shares over which the indicated beneficial owner exercises
voting and/or investment power.
(2) The shares owned by each person, and the shares included in the total
number of shares outstanding, have been adjusted, and the percentages
owned have been computed, in accordance with Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934. Shares subject to options
currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage ownership of the person
holding such options, but not deemed outstanding for computing the
percentage ownership of any other person.
(3) Includes 55,000 shares that may be obtained by Mr. McKnight, through
the exercise of stock options which are currently exercisable or will
become exercisable within 60 days. Such number does not include 62,480
shares that may be obtained by Mr. McKnight through the exercise of
stock options exercisable more than 60 days from the date hereof.
(4) Mr. Mays resigned as Chairman of the Board and Chief Executive Officer
effective as of July 31, 1995. Pursuant to his resignation, options
held by Mr. Mays to purchase 200,000 shares of the Company's Common
Stock, which were not vested at the time of his resignation, expired.
In connection with Mr. Mays' resignation, the Company granted Mr.
Mays options to purchase 50,000 shares of Common Stock at an exercise
price of $4.75 per share.
-5-
<PAGE> 8
(5) Includes 29,250 shares that may be obtained by Mr. Willmott through
the exercise of stock options which are currently exercisable. Does
not include 268,620 shares that may be obtained by Mr. Willmott through
the exercise of stock options exercisable more than 60 days from the
date hereof.
(6) Includes 6,750 shares that may be obtained by Mr. Card through the
exercise of stock options which are currently exercisable. Does not
include 19,504 shares that may be obtained by Mr. Card through the
exercise of stock options exercisable more than 60 days from the date
hereof.
(7) Includes (i) 105,250 shares that may be obtained by Mr. Erdahl through
the exercise of stock options which are currently exercisable. Does
not include 16,750 shares that may be obtained by Mr. Erdahl through
the exercise of stock options exercisable more than 60 days from the
date hereof.
(8) Includes 100,000 shares that may be obtained by Mr. Ireland through
the exercise of stock options which are currently exercisable. Does
not include 21,000 shares that may be obtained by Mr. Ireland
through the exercise of stock options exercisable more than 60 days
from the date hereof.
(9) Includes 100,000 shares that may be obtained by Mr. Tompkins through
the exercise of stock options which are currently exercisable. Does
not include 21,000 shares that may be obtained by Mr. Tompkins through
the exercise of stock options exercisable more than 60 days from the
date hereof.
(10) Includes 396,250 shares that may be obtained through the exercise of
stock options which are currently exercisable or will become
exercisable within 60 days.
CHANGE IN CONTROL
At various times between September 1993 and March 30, 1995, Oren L. Benton
or entities controlled by Mr. Benton acquired, from certain officers, directors
and employees of the Company, options to purchase a majority of the then
outstanding shares of Common Stock and proxies to vote those shares. Such
options and proxies expired on March 30, 1995. The options expired
unexercised.
-6-
<PAGE> 9
ELECTION OF DIRECTORS
(PROPOSAL 1 ON PROXY CARD)
Under the Company's Bylaws and pursuant to a resolution of the Board of
Directors, the Board of Directors has fixed the size of the Board at four.
Directors are elected to serve until the next annual meeting of stockholders or
until their successors are elected and qualified. The Company's Board of
Directors is not divided into classes; therefore, all four directors are to be
elected at the Meeting.
Unless authority is withheld, it is intended that the shares represented
by a properly executed Proxy will be voted for the election of all of the
nominees (Paul K. Willmott, Leland O. Erdahl, George R. Ireland and James B.
Tompkins) as directors. The nominees are currently all the members of the
Company's Board of Directors. If these nominees are unable to serve for any
reason, such Proxy will be voted for such persons as shall be designated by the
Board of Directors to replace such nominees. The Board of Directors has no
reason to expect that these nominees will be unable to serve.
The following table sets forth certain information concerning the
individuals nominated for election as directors of the Company:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AGE WITH THE COMPANY
---- --- --------------------
<S> <C> <C>
Paul K. Willmott 56 Chairman, Chief Executive Officer,
President, and Director
Leland O. Erdahl 67 Director
George R. Ireland 39 Director
James B. Tompkins 39 Director
</TABLE>
NOMINEES FOR DIRECTOR
PAUL K. WILLMOTT has served as a director of the Company since August
1994, as President of the Company since February 1995, as Chief Financial and
Accounting Officer from April 12, 1995 through September 25, 1995 and as
Chairman of the Board and Chief Executive Officer since July 31, 1995. Mr.
Willmott retired from Union Carbide Corporation ("Union Carbide") where he was
involved for 25 years in the finance and operation of Union Carbide's
world-wide mining and metals business. Most recently, Mr. Willmott was
President of UMETCO Minerals Corporation, a wholly-owned subsidiary of Union
Carbide, from 1987 to 1991, where he was responsible for Union Carbide's
Uranium and Vanadium businesses. From January 1993 until February 1995, Mr.
Willmott was engaged by the Concord Mining Unit, which is owned or controlled
by Oren L. Benton, as a senior vice president. In this capacity, he was
primarily involved in the acquisition of
-7-
<PAGE> 10
UMETCO Minerals Corporation's Uranium and Vanadium operating assets. Mr.
Willmott graduated from Michigan Technological University with a Bachelor of
Science degree in Mining in 1964 and a Bachelor of Science Degree in
Engineering Administration in 1967. He has been an active member of the
American Institute of Mining Engineers, the Canadian Institute of Mining
Engineers and a number of state professional organizations.
LELAND O. ERDAHL has served as a director of the Company since July 11,
1994. Mr. Erdahl previously served as President and Chief Executive Officer
for Stolar, Inc. from 1986 to 1991. Stolar was a high-tech company involved in
the radio wave imaging of geologic media and underground radio transmission for
voice and data. He was also President and CEO of Albuquerque Uranium
Corporation, a Uranium mining company, from 1987 to 1991. He is a Certified
Public Accountant and is a graduate from the College of Santa Fe. He is
currently a director of Hecla Mining Company, Freeport McMoRan Copper and Gold
Inc., Canyon Resources Corporation, Original Sixteen to One Mine, Inc., and a
trustee for a group of John Hancock Mutual Funds. He is also a director of
Santa Fe Ingredients Company of California, Inc. and Santa Fe Ingredients
Company, Inc., both private food processing companies.
GEORGE R. IRELAND has served as a director since May 25, 1995. Mr.
Ireland is a analyst for and a partner in the D.M. Knott Limited Partnership, a
private investment partnership. Mr. Ireland specializes in investing in
securities of natural resource and other basic industrial companies, both
domestically and abroad. From 1987 to 1991, he was a Vice President of Fulcrum
Management, Inc., which was the manager of the VenturesTrident Limited
Partnerships, venture capital funds dedicated to investing in the mining
industry, and Senior Vice President and Chief Financial Officer of MinVed Gold
Corporation, a company in which the VenturesTrident funds had a significant
investment. Mr. Ireland graduated from the University of Michigan with degrees
in Geology and Resource Economics. He also attended the Graduate School of
Business Administration of New York University. Mr. Ireland is a director of
Merrill & Ring, Inc., a private land and timber holding company in the state of
Washington. Mr. Ireland acted as a consultant to Ryback and performed due
diligence on the Company in connection with Ryback's loan of $6 million to the
Company on behalf of members of the Lindner Group. Mr. Ireland is not
otherwise affiliated with the Lindner Group or Ryback.
JAMES B. TOMPKINS has served as a director since May 25, 1995. Mr.
Tompkins is a registered investment advisor and provides independent research
to institutional investors through Tompkins & Company. From 1988 until 1990,
Mr. Tompkins acted as a sole proprietor of Tompkins & Company, advising
creditors of companies in bankruptcy as to the value of claims and realizing
proceeds on those claims. In that capacity, Mr. Tompkins acted as a registered
investment advisor. Between October 1990 and April 1993, Mr. Tompkins was
employed by Columbia Savings as a bond manager where he was responsible for
real estate loan workouts and asset disposition. He is an attorney and a
Chartered Financial Analyst. Mr. Tompkins graduated from the University of
Alabama in 1979 and received his Juris Doctor from the University of Alabama
School of Law in 1983. Mr. Tompkins acted as a consultant to Ryback and
performed due diligence on the Company in connection with Ryback's loan of $6
million to the Company on
-8-
<PAGE> 11
behalf of members of the Lindner Group. Mr. Tompkins is not otherwise
affiliated with the Lindner Group or Ryback.
ARRANGEMENTS REGARDING ELECTION OF DIRECTORS
On January 10, 1995, at the request of Oren L. Benton, Mr. Benton was
appointed to the Board and elected Chairman and Chief Executive Officer of the
Company. He resigned from those positions on February 7, 1995. Between July
7, 1994 and March 30, 1995, Mr. Benton controlled a majority of the Common
Stock of the Company through various mechanisms. On March 30, 1995, all such
arrangements terminated.
On May 25, 1995, George R. Ireland and James B. Tompkins were appointed to
the Board of Directors. By agreement dated May 25, 1995, the Company has
agreed to nominate two individuals designated by certain members of the
Lindner Group for election to the Board. Messrs. Ireland and Tompkins are
such designees.
Mr. Mays resigned from the Company's Board of Directors effective as of
July 31, 1995.
LEGAL PROCEEDINGS
On July 12, 1995, the Company filed a lawsuit in the federal district
court in Colorado against Professional Bank, a Colorado chartered bank
("ProBank"). The Company believes that ProBank is owned or controlled by Oren
L. Benton, the former Chairman of the Company's Board of Directors. In the
action styled Uranium Resources, Inc. v. Professional Bank, the Company alleges
that ProBank transferred $1,080,000, without the Company's authorization, from
the Company's account at ProBank to the accounts maintained at ProBank of
various entities and an individual affiliated with Mr. Benton. The Company has
recovered $300,000 of the total and is seeking to recover the balance from
ProBank.
-9-
<PAGE> 12
OTHER EXECUTIVE OFFICERS
The following table sets forth certain information concerning executive
officers who are not also directors of the Company:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AGE WITH THE COMPANY
---- --- -----------------
<S> <C> <C>
William M. McKnight, Jr. 59 Senior Vice President - Operations
Joe H. Card 42 Senior Vice President - Marketing
Thomas H. Ehrlich 36 Vice President and Chief Financial Officer
Richard F. Clement, Jr. 52 Senior Vice President - Exploration
Harry L. Anthony, IV 48 Vice President - Engineering
Mark S. Pelizza 43 Vice President - Health, Safety and
Environmental Affairs
</TABLE>
The following sets forth certain information concerning the business
experience of the foregoing executive officers during the past five years.
WILLIAM M. MCKNIGHT, JR. joined the Company in March 1978 and served as
the Company's Executive Vice President, Chief Operating Officer and Director
until August 1994. From August 1994 to February 1995, he directed the
Company's operations in South Texas and New Mexico and on February 24, 1995, he
was appointed Vice President of Operations for the Company. In February 1996
he was appointed Senior Vice President of Operations. Mr. McKnight received a
B.S. in Geology from Centenary College in 1959 and a M.S. in Sedimentary
Geology from Florida State University in 1961.
JOE H. CARD joined the Company as Vice President - Marketing in March
1989. In February 1993 he was promoted to Senior Vice President - Marketing.
Previously, he spent four years with UG U.S.A., Inc., a U.S. marketing
subsidiary of a major German mining company, most recently as Marketing
Manager. His responsibilities were related to the entire Uranium fuel cycle,
primarily in dealing with U.S. nuclear utilities customers. Prior to his work
at UG U.S.A., Inc., Mr. Card spent five years with Mitsubishi International
Corporation as marketing manager. He earned a B.B.A. degree in Finance from
the University of Georgia in 1975 and an M.B.A. from Georgia State University
in 1978.
THOMAS H. EHRLICH, a certified public accountant, rejoined the Company in
September, 1995 as Vice President and Chief Financial Officer. Immediately
prior to that, Mr. Ehrlich spent nine months as a Division Controller with
Affiliated Computer Services, Inc., an information technology services provider
in Dallas, Texas. Prior to that, he joined the Company in November 1987 as
-10-
<PAGE> 13
Controller-Public Reporting and was promoted to Controller and Chief Accounting
Officer in February 1990. In February 1993, Mr. Ehrlich assumed the
additional duties of Vice President and Secretary of the Company. Prior to
joining the Company, he spent four years with Deloitte Haskins & Sells and
worked primarily with clients that were publicly held companies. Prior to his
work at Deloitte Haskins & Sells, he spent three years in various accounting
duties at Enserch Exploration, Inc., an oil and gas company in Dallas, Texas.
Mr. Ehrlich received his B.S. B.A. degree in Accounting from Bryant College in
1981.
RICHARD F. CLEMENT, JR. joined the Company as Vice President-Exploration
in 1983. In April 1990, he was appointed Senior Vice President-Exploration.
Mr. Clement was a director of the Company from February 1985 to July 1994 at
which time he resigned his positions as director and officer of the Company.
During the period from July 1994 to February 1996 Mr. Clement remained with the
Company as Exploration Manager. In February 1996 he was again appointed Senior
Vice President-Exploration of the Company as well as the President and a
Director of Hydro Resources, Inc., a wholly owned subsidiary of the Company.
Prior to joining the Company, he spent 16 years with Mobil Oil Corporation,
most recently as vice president and exploration manager for Mobil Energy
Minerals-Australia, where he initiated and managed Mobil's Australian coal,
uranium and other minerals exploration and acquisition programs. Mr. Clement
received his B.S. degree in Geology from Boston College in 1965 and his M.S.
degree in Geology from the University of Vermont in 1967.
HARRY L. ANTHONY, IV has headed the Company's engineering team since 1978.
From April 1978 until April 1990, Mr. Anthony was Vice President - Engineering
of the Company, and in April 1990, he was appointed Senior Vice President-
Engineering. Mr. Anthony was a director of the Company from February 1985 to
July 1994 at which time he resigned his positions as director and officer of
the Company. During the period from July 1994 to February 1996 Mr. Anthony
remained with the Company as Engineering Manager. In February 1996 he was
appointed Vice President-Engineering of the Company. Prior to joining the
Company he was employed for eight years by Union Carbide, six of such years as
a hydrometallurgist and the last two years as plant superintendent for Union
Carbide's Palangana solution mining plant in South Texas. Mr. Anthony received
a B.S. degree and a M.S. degree in Engineering Mechanics from Pennsylvania
State University in 1969 and 1973, respectively.
MARK S. PELIZZA has served as the Company's Environmental Manager since
1980, and as such, he has been responsible for all environmental regulatory
activities. In February 1996, he was appointed Vice President - Health, Safety
and Environmental Affairs of the Company. Prior to joining the Company, he was
employed for two years by Union Carbide as an Environmental Planning Engineer
at Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza
received a M.S. Degree in Engineering Geology from Colorado School of Mines in
1978 and a B.S. Degree in Geology from Fort Lewis College in 1974.
-11-
<PAGE> 14
The officers of the Company hold office until their successors are
appointed by the Board of Directors. All officers of the Company are employed
on a full-time basis. There is no family relationship between any director and
executive officer of the Company.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held 19 formal meetings during the year ended
December 31, 1995. Each director attended all of the meetings during their
tenure, except for Joe B. Huffstutler, who did not attend the January 11
meeting and Oren L. Benton who did not attend the February 7, 1995 meeting. In
addition to those meetings, certain actions were taken by unanimous written
consent of the Board of Directors. The Company's officers have made a practice
of keeping directors informed of corporate activities by personal meetings and
telephone discussions and (as indicated above) directors ratify or authorize
certain Company actions through unanimous written consent actions.
The Company has three standing committees of the Board of Directors.
Leland O. Erdahl, George R. Ireland and James B. Tompkins are the current
members of the Audit, the Employees' Stock Option, and Compensation Committees.
The Audit Committee's principal functions are to meet with the Company's
independent auditors to review the financial statements contained in the Annual
Report, to review the Company's systems of internal controls and to report to
the Board of Directors thereon. The Employees' Stock Option Committee's
principal function is the administration of the employees' stock option plans
of the Company. The Compensation Committee's function is to determine the
compensation of executive officers and to set guidelines for compensation for
the employees of the Company.
During 1995, the Audit Committee held two formal meetings, the Employees'
Stock Option Committee held three formal meetings, and the Compensation
Committee held one formal meeting. The Audit Committee met in March 1996 with
the Company's auditors to review the 1995 fiscal year audit.
At present, the Company has no nominating, executive, or similar
committees.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to annual
and long-term compensation for services in all capacities for the years ended
December 31, 1995, 1994 and 1993 paid to the Company's Chief Executive Officers
and certain other executive officers of the Company.
-12-
<PAGE> 15
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
OTHER
ANNUAL ALL OTHER
COMPENSA- SECURITIES COMPENSA-
NAME AND PRINCIPAL BONUS TION(1) UNDERLYING TION(2)
POSITION YEAR SALARY ($) ($) ($) OPTIONS (#) ($)
-------------------------- ---- ---------- ----- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Paul K. Willmott 1995 $118,324 $10,500 $3,209 240,200 $25,000
Chairman, President and 1994 -- -- -- 21,000 --
Chief Executive Officer (3) 1993 -- -- -- -- --
Wallace M. Mays 1995 $122,218 $-- $-- 50,000 $45,000
Chairman, President & 1994 78,725 -- -- 100,000 --
Chief Executive Officer (3) 1993 -- -- -- -- --
Joe H. Card 1995 $121,619 $6,750 $137,461 6,064 $--
Senior Vice President - 1994 120,441 -- 36,617 -- --
Marketing 1993 124,760 -- 3,254 -- --
William M. McKnight, Jr. 1995 $165,959 $10,700 $542 33,600 $3,673
Director, Senior Vice 1994 190,306 -- 168 -- 3,549
President-Operations 1993 199,373 -- 450 -- 1,753
Oren L. Benton (4) 1995 $-- $-- $-- -- $--
Chairman, President & 1994 -- -- -- -- --
Chief Executive Officer 1993 -- -- -- -- --
</TABLE>
- --------------------
(1) Represents amounts paid for out-of-pocket medical and dental
expenses under the Company's Supplemental Health Care Plan; and
for Mr. Willmott includes $3,125, constituting the difference
between the fair market value of the shares of Common
Stock on the date of exercise of certain stock options ($7,375)
and the exercise price of $4.25 per share; and for Mr. Card
includes $133,453, constituting the difference between the fair
market value of the shares of Common Stock on the date of
exercise of certain stock options ($240,028) and the exercise
price of $2.94 per share.
(2) Represents contributions made by the Company under the
Company's 401(k) Profit Sharing Plan (see "401(k) Profit
Sharing Plan" below); and for Mr. Willmott consists entirely of
fees paid for services as a director prior to such time he
became an Executive Officer of the Company; and for Mr. Mays
consists entirely of severance pay received upon his
resignation from the Company as noted below.
-13-
<PAGE> 16
(3) Mr. Mays resigned as Chairman of the Board and Chief Executive
Officer effective July 31, 1995. Mr. Willmott was elected
President effective February 24, 1995 and Chairman and Chief
Executive Officer effective July 31, 1995.
(4) Mr. Benton was elected Chairman and Chief Executive Officer on
January 10, 1995 and resigned those positions on February 7,
1995.
SUPPLEMENTAL HEALTH CARE PLAN
The Company has adopted a health care plan (the "Supplemental Plan") for
the officers of the Company and certain of the employees of the Company who are
also stockholders, which supplements the standard health care plan available to
all eligible employees of the Company (the "Standard Plan"). The Supplemental
Plan pays directly to the participant all out-of-pocket medical and dental
expenses not covered under the Standard Plan, including deductibles and
co-insurance amounts. Additionally, the Supplemental Plan provides to each
participant $100,000 of accidental death and dismemberment insurance protection
and a world wide medical assistance benefit. Each participant in the
Supplemental Plan may receive a maximum annual benefit of $50,000 or $100,000,
at the Company's option. The Company pays an annual premium under the
Supplemental Plan equal to $210 per participant plus 10% of claims paid. There
are currently ten officers and employees covered by the Supplemental Plan.
401(K) PROFIT SHARING PLAN
The Company maintains a defined contribution profit sharing plan for
employees of the Company (the "401(k)") that is administered by a committee of
trustees appointed by the Company. All Company employees are eligible to
participate upon the completion of six months of employment, subject to minimum
age requirements. Each year the Company makes a contribution to the 401(k) out
of its current or accumulated net profits (as defined) in an amount determined
by the Board of Directors but not exceeding 15% of the total compensation paid
or accrued to participants during such fiscal year. The Company's
contributions are allocated to participants in amounts equal to 25% (or a
higher percentage, determined at the Company's discretion) of the participants'
contributions, up to 4% of each participant's gross pay. For the plan year
ended July 31, 1995 the Company contributed amounts equal to 25% of the
participant's contributions, up to 4% of gross pay. For the plan year ended
July 31, 1994, the Company contributed amounts equal to 50% of the
participants' contribution, up to 4% of gross pay. For the plan year ended
July 31, 1993, the Company contributed amounts equal to 25% of the
participants' contributions, up to 4% of gross pay. Participants become 20%
vested in their Company contribution account for each year of service until
full vesting occurs upon the completion of five years of service.
Distributions are made upon retirement, death or disability in a lump sum or in
installments.
-14-
<PAGE> 17
STOCK OPTION PLANS
On December 19, 1995, the Company's Shareholders approved the 1995 Stock
Incentive Plan (the "1995 Plan") for key employees of the Company. The 1995
Plan authorized grants of incentive stock options and non-qualified options to
purchase up to an aggregate of 750,000 shares of Common Stock. The Employees'
Stock Option Committee of the Board of Directors is responsible for the
administration of the 1995 Plan and has the full authority, subject to the
provisions of the plan, to determine to whom and when to grant options and the
number of shares of Common Stock covered by each grant. As of March 15, 1996,
a total of 213,810 shares are reserved for issuance upon exercise of options
granted under the 1995 Plan and 536,190 shares were reserved for exercise upon
the future grant of options under the 1995 Plan.
The 1995 Plan replaced the Company's previous plan maintained for
employees under which the Company was authorized to grant non-qualified
options. All outstanding options under that plan will remain in effect but no
new options will be granted under that plan. As of March 15, 1996, a total of
477,881 shares are reserved for issuance under that plan.
-15-
<PAGE> 18
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the executive officer named in the Summary Compensation Table in the
fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-------------------------------------- -----------------------
NUMBER PERCENT OF
OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5% ($) 10% ($)
---------- --------- ----------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Paul K. Willmott 100,000 19% $4.13 02/24/05 $ 674,000 $1,068,000
100,000 19% $8.38 08/16/05 1,366,000 2,175,000
40,200 8% $6.88 08/31/05 450,240 717,972
Joe H. Card 6,064 1% $6.88 08/31/05 $67,917 $108,303
William M. McKnight, Jr. 33,600 6% $6.88 08/31/05 $376,320 $600,096
Wallace M. Mays 100,000 19% $4.13 02/24/05 $674,000 $1,068,000
50,000 9% $4.75 05/31/98 387,000 617,000
</TABLE>
-16-
<PAGE> 19
EXERCISE OF STOCK OPTIONS AND YEAR-END VALUE
The following sets forth information with respect to each exercise of
stock options during the fiscal year ended December 31, 1995 and the year-end
value of unexercised options held by each of the executive officers named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
ACQUIRED VALUE UNEXERCISED OPTIONS OPTIONS AT FISCAL
ON REALIZED AT FISCAL YEAR END YEAR-END(1)
NAME EXERCISE (#) ($) (#) ($)
-------------- --------------- ------------- ------------------- -----------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
------------- -------------
<S> <C> <C> <C> <C>
Paul K. Willmott (1) 0/100,000 $0/137,000
0/100,000
0/40,200
1,000 $3,125 4,000/15,000 $5,000/18,750
250/750
Wallace M. Mays (2) -- -- 0/100,000 $0/125,000
0/100,000 0/137,000
50,000/0 37,500/0
Joe H. Card (3) 36,250 $133,453 0/18,750 $0/48,000
0/6,064
William M. McKnight, Jr. (3) -- -- 41,250/13,750 $105,600/35,200
0/33,600
</TABLE>
- --------------------
(1) Based on the closing price on the NASDAQ-NMS on December 29, 1995
($5.50) less the grant prices of $4.13, $8.38, $6.88, $4.25 and
$5.88 respectively.
(2) Based on the closing price on the NASDAQ-NMS on December 29, 1995
($5.50) less the grant prices of $4.25, $4.13 and $4.75, respectively.
Mr. Mays resigned as Chairman of the Board and Chief Executive Officer
effective July 31, 1995. The two 100,000 share options expired
unexercised. In connection with his resignation, the Company granted
Mr. Mays options to purchase 50,000 shares of Common Stock at an
exercise price of $4.75 per share.
(3) Based on the closing price on the NASDAQ-NMS on December 29, 1995
($5.50) less the grant prices of $2.94 and $6.88, respectively.
-17-
<PAGE> 20
DIRECTOR COMPENSATION
Under the Company's Directors' Stock Option Plan ("Directors' Plan"), each
new non-employee director elected or appointed to the Board of Directors for
the first time shall be granted an option to purchase 20,000 shares of Common
Stock as of the date of such election or appointment and, upon the re-election
of a non-employee director at an annual meeting of the Company's stockholders,
such director will be granted an option to purchase an additional 1,000 shares
as of the date of such election. As of March 15, 1996, a total of 84,000
shares are reserved for issuance upon exercise of options granted under the
Directors' Plan and 66,000 shares were reserved for exercise upon the future
grant of options under the Directors' Plan. Mr. Erdahl holds options covering
22,000 shares under the Directors' Plan and each of Messrs. Ireland and
Tompkins holds options covering 21,000 shares under the Directors' Plan. Mr.
Willmott holds options covering 20,000 shares under the Directors' Plan. In
addition, Messrs. Ireland, Tompkins and Erdahl each hold options to purchase
100,000 shares of Common Stock. Those options were not granted under the
Directors' Plan. Cash compensation for 1995 to the non-employee directors was
paid at the rate of $3,000 per quarter plus $1,000 per meeting attended of the
Board and committees of the Board.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In August 1994, the Company formed a Compensation Committee to determine
the compensation of the executive officers and to set the guidelines for
compensation for the employees of the Company. During the fiscal year ended
December 31, 1995, the Compensation Committee was comprised of Leland O.
Erdahl, George R. Ireland and James B. Tompkins. No member of the Compensation
Committee has been or was during the fiscal year ended December 31, 1995 an
officer or employee of the Company or any of the Company's subsidiaries. In
addition, no member of the Compensation Committee during the fiscal year ended
December 31, 1995 had any relationship requiring disclosure under the caption
"Certain Relationships and Related Transactions." No executive officer of the
Company serves or served on the compensation committee of another entity during
the fiscal year ended December 31, 1995 and no executive officer of the Company
serves or served as a director of another entity who has or had an executive
officer serving on the Compensation Committee of the Company.
COMPENSATION COMMITTEE REPORT
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain information regarding the compensation
of its Chief Executive Officer and other executive officers whose salary and
bonus exceed $100,000 per year. Disclosure requirements include a report
explaining the rationale and considerations that lead
-18-
<PAGE> 21
to fundamental executive compensation decisions. The following report has been
prepared to fulfill this requirement.
The Compensation Committee ("Committee") of the Board of Directors sets
and administers the policies that govern the annual compensation and long-term
compensation of executive officers of the Company. None of the members of the
Committee is currently an employee of the Company. The Committee makes all
decisions concerning compensation of all executive officers as defined by the
Securities and Exchange Commission and all awards of stock options under the
Company's 1995 Stock Incentive Plan. The Committee's policy is to offer
executive officers competitive compensation packages that will permit the
Company to attract and retain highly qualified individuals and to motivate and
reward such individuals on the basis of the Company's performance.
The Company had severe financial problems during 1995. As a result, the
executive officers other than the CEO were either (i) granted a very minor
increase in base salary or (ii) were required to take a reduction in base
salary in comparison to prior years. Normally, the Company determines annual
base salary adjustments by evaluating performance of the Company and each
executive officer including financial, operating, cost control, productivity,
safety, and environmental considerations. Because of (i) the severe financial
problems at the beginning of the year and (ii) the fact that the Company was
not able to restart operations until the completion of the financing and the
subsequent rise in the market price for uranium, the Committee adopted the plan
to either reduce base salaries or grant a very minor increase in base salary
for executive officers.
In the case of new executive officers, base salaries are determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions at
mid-size mining companies in the United States, primarily involved in the
mining of precious metals. Within the U.S. uranium mining companies, there are
no public companies which the Committee views as comparable in terms of
revenues, reserve base and type of operations. Although the mid-size precious
metal mining companies are for the most part larger than the Company, the
Committee views this group as being comparable to the Company in terms of the
administrative, financial and operating skills required of the Company's senior
executives. Mr. Willmott's many years of experience in both the operating and
financial aspects of the uranium mining industry were the main criteria in
establishing the initial base salary. Compared to other mining companies, Mr.
Willmott's base salary was below that of the average base salary for chief
executive officers at such companies.
On August 16, 1995, executive officers were granted stock options, subject
to stockholder approval of the Company's 1995 Stock Incentive Plan, based upon
a review of the Company's performance. Such stock based awards will continue
to be an important element of the executive compensation package because they
aid in the objective of aligning the officers'
-19-
<PAGE> 22
interests with those of the stockholders by giving the officers a direct stake
in the performance of the Company.
In February 1996 bonuses were awarded to executive officers and other
employees for their performance during 1995. The bonuses were based upon the
Committee's assessment of each person's contributions to the Company's success
in terms of income and use of cash, corporate management and increase in
shareholder value. With respect to corporate management objectives, objectives
included obtaining of projected financings, reduction of unfunded reclamation
liabilities, utilization of the matched sale quota, completion of 1995
exploration activities, achievement of budgeted production at budgeted costs,
progress in obtaining New Mexico environmental permits, achievement of budgeted
overhead reductions, the hiring of necessary financial and accounting
personnel, and progress in resolving various legal issues.
March 12, 1996
MEMBERS OF THE COMPENSATION COMMITTEE
Leland O. Erdahl
George R. Ireland
James B. Tompkins
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the CRSP Total Return Index for The Nasdaq Stock Market (U.S. Companies) and
to a self-determined peer group comprised of United States Energy Corp. and Rio
Algom Mines, Ltd. for the Company's last five fiscal years. The graph assumes
that the value of an investment in the Company's Common Stock and each index
was $100 at December 31, 1990, and that all dividends were reinvested.
-20-
<PAGE> 23
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
1990-1995
<TABLE>
<CAPTION>
Total Returns Index For: 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market
(U.S. Companies) (a) 100.0 160.5 186.8 214.5 209.7 296.6
Self-Determined Peer Group (b)(c) 100.0 125.9 123.8 158.5 179.2 182.4
Uranium Resources, Inc. (c) 100.0 54.3 74.2 82.8 139.5 107.7
</TABLE>
*Total return assumes reinvestment of dividends.
[GRAPH]
-21-
<PAGE> 24
(a) Source: National Association of Securities Dealers, Inc. All
dividends are reinvested on the ex-dividend date. The CRSP Total
Return Index includes all domestic common shares traded on the
NASDAQ National Market and the NASDAQ Small-Cap Market.
(b) Comprised of United States Energy Corp. and Rio Algom Mines, Ltd.
(c) Source: The Center for Research in Security Prices (affiliated
with the University of Chicago Graduate School of Business). All
dividends are reinvested on ex-dividend date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For further information regarding the association of Oren L. Benton with
the Company, see the Company's Annual Report in Form 10-K for the year ended
December 31, 1994 and the proxy statement for the special meeting of the
shareholders held on December 19, 1995.
BENTON TRANSFER AND SEC INVESTIGATION
Between January 17, 1995 and January 20, 1995, Oren L. Benton, then the
Chairman of the Board and Chief Executive Officer of the Company, transferred
$1,080,000 of the Company's funds to CSI Enterprises, Inc. ("CSI"), Energy
Fuels Exploration, Inc. ("EFX") and an individual affiliated with Mr. Benton.
CSI and EFX are owned or controlled by Mr. Benton, and both companies are now
in bankruptcy. The transfer of funds was not authorized by the Company's Board
of Directors. The Company is pursuing various actions to recover the
$1,080,000 and has recovered $300,000 of the total so far. The ability of the
Company to recover the balance is not certain.
In addition, the Securities and Exchange Commission is currently
conducting an informal investigation relating to the Company's liquidity
problems during 1994 and 1995. The Company is unable to predict the outcome of
this investigation.
MILL JOINT VENTURE
In the Fall of 1994, the Company entered into discussions with Energy
Fuels Limited ("EFL") relating to the creation of a joint venture for the
processing of approximately 2 million pounds of uranium. The uranium was
previously mined but not-yet-milled uranium produced from mines in Arizona
owned by partnerships in which EFL was the general partner and various Swiss
utilities were the limited partners. The uranium was to be processed through
the White Mesa Mill located in Utah which was owned by a partnership whose
general partner is Energy Fuels Nuclear and whose limited partners are some of
the same Swiss utilities that own an interest in the Arizona mines.
-22-
<PAGE> 25
On January 11, 1995 the Company accepted EFL's proposal for a joint
venture and transferred $1 million to Energy Fuels Exploration in partial
performance of its obligations under the joint venture. The terms and
conditions of the joint venture were set forth in a draft joint venture
agreement, but the agreement has not been executed. Because of the bankruptcy
of various entities controlled by Mr. Benton, the realizability of the $1
million investment is doubtful.
LOANS FROM WALLACE M. MAYS AND CERTAIN CURRENT AND FORMER MEMBERS OF MANAGEMENT
Mr. Mays loaned the Company $65,000 on February 24, 1995 and $25,000 on
March 27, 1995 (the "Mays Loans") in exchange for notes issued by the Company
(bearing interest at prime plus 3% per annum) and a deed of trust on the Rosita
property as collateral. Certain current and former members of management have
made loans to employees of the Company during 1994 and 1995. In addition, a
partnership in which certain current and former members of management are the
partners loaned the Company $25,000 on April 7, 1995. The loans were unsecured
and bore interest at prime plus 1% per annum. On May 17, 1995, William M.
McKnight, Jr. loaned the Company $20,000. The loan was unsecured and bore
interest at prime plus 1% per annum. On May 26, 1995, the Mays Loans were
repaid by the Company. The remaining loans were repaid on October 6, 1995.
ACQUISITION OF SHARES BY MR. BENTON
In the first quarter of 1995, all arrangements terminated between Mr.
Benton and various members of the Company's management by which Mr. Benton
controlled the voting of some or all of their shares.
LINDNER NOTES AND WARRANTS
On May 25, 1995, the Company received $6,000,000 in cash through the
issuance of 6.5% secured convertible notes in the original principal amounts
of $1,500,000 and $4,500,000 initially convertible at $4.00 per share into
375,000 and 1,125,000 shares of Common Stock to Lindner Investments and Lindner
Dividend, respectively. In addition, the Company issued immediately
exercisable warrants to purchase 375,000 shares and 1,125,000 shares of the
Company's Common Stock at an initial exercise price of $4.00 per share to
Lindner Investments and Lindner Dividend, respectively. On December 26, 1995,
Lindner Dividend exercised 500,000 warrants.
DRILLING COMPANY SERVICES
During 1995, the Company utilized Cinco E Corp., ("Cinco") for drilling
services at the Company's Rosita and Kingsville Dome projects. All work
awarded to Cinco was granted based upon a competitive bidding process. The
amount paid to Cinco during 1995 was approximately $725,000. The son of Mr.
William M. McKnight, Jr. (Senior Vice President - Operations of the
-23-
<PAGE> 26
Company) owns 50% of Cinco and Mr. McKnight, Jr. provided working capital
financing of up to approximately $400,000 to the drilling company during 1995.
SECTION 16 REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the National Association of
Securities Dealers, Inc. Officers, directors, and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) filings.
Based solely on its review of copies of such forms received by it and
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during, the year ended
December 31, 1995, its officers, directors, and greater than 10% beneficial
owners complied with all applicable filing requirements except as noted below.
The Company is not aware of any Form 4 or Form 5 filing for Oren L. Benton
or any related entities since Mr. Benton's original Form 3 filing on January
11, 1995.
PROPOSAL TO AMEND ARTICLE 4 OF THE
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
(PROPOSAL 2 ON PROXY CARD)
The Board of Directors has adopted a resolution to amend Article 4 of the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of the Company's Common Stock from 12,500,000 shares having a
par value of $0.001 per share to 25,000,000 shares with a par value of $0.001
per share and to submit the proposed amendment to a vote at this Meeting.
Article 4, as proposed to be amended, is set forth in its entirety as Exhibit
"A" to this Proxy Statement, and the summary contained herein is qualified in
its entirety by reference to Exhibit "A".
As of April 15, 1996, 8,754,777 shares of Common Stock were issued and
outstanding and 3,725,691 shares were reserved for stock option grants and
exercise of stock options, warrants and conversion of certain debt, leaving
only 19,532 shares of Common Stock available for issuance.
The Board of Directors of the Company believes that the increase in the
number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The additional Common Stock will increase the
number of authorized shares that are available for corporate purposes,
including, for example, the declaration and payment of stock dividends to the
Company's stockholders; stock splits; use in the financing of expansion or
future
-24-
<PAGE> 27
acquisitions; issuance pursuant to the terms of stock option plans and other
employee benefit plans, including the Company's existing stock option plan, as
well as for use in other possible future transactions of a currently
undetermined nature.
Under Delaware law, the Board of Directors generally may issue authorized
but unissued shares of Common Stock without stockholder approval. The Board of
Directors does not currently intend to seek stockholder approval prior to any
future issuance of additional shares of Common Stock except to the extent
otherwise required by the Company's Restated Certificate of Incorporation, by
law or by the NASDAQ National Market System or any securities exchange on which
the Common Stock may be listed at the time. The authorization of additional
shares of Common Stock will enable the Company, as the need may arise, to take
timely advantage of market conditions and the availability of favorable
opportunities without the delay and expense associated with the holding of a
special meeting of its stockholders or of waiting for the regularly scheduled
Annual Meeting of Stockholders in order to increase the authorized capital. It
is the belief of the Board of Directors that the delay necessary for
stockholder approval of a specific issuance could be to the detriment of the
Company and its stockholders. The Board of Directors does not intend to issue
any shares of Common Stock except on terms which the Board deems to be in the
best interest of the Company and its stockholders. Existing stockholders of
the Company will have no pre-emptive rights to purchase any shares of Common
Stock issued in the future. Depending on the terms thereof, the issuance of
the shares of Common Stock may or may not have a dilutive effect on the
Company's then existing stockholders. Other than the shares of Common Stock
which may be issued pursuant to the Company's existing 1995 Stock Incentive
Plan, upon exercise of certain warrants and conversion of certain debt, the
Company presently has no plans, agreements or understandings to issue any of
the newly authorized shares of Common Stock.
The additional shares of Common Stock to be authorized by adoption of the
amendment would have identical rights to the currently outstanding shares of
Common Stock of the Company. Adoption of the proposed amendment and issuance
of the shares of Common Stock would not affect the rights of the holders of the
currently outstanding Common Stock of the Company, except for the effect
incidental to increasing the number of shares of the Company's Common Stock
outstanding.
Although the increase in authorized but unissued shares of Common Stock
could, under certain circumstances, have the effect of deterring attempts to
acquire control of the Company, the Company believes that the increase in the
number of authorized shares is essential to the achievement of corporate
objectives. The proposed amendment is not being presented as, nor is it part
of, a plan to adopt a series of anti-takeover measures. The management of the
Company is not presently aware of any pending or proposed takeover attempt.
-25-
<PAGE> 28
PROPOSAL TO RATIFY THE SELECTION
OF ARTHUR ANDERSEN, LLP AS AUDITORS
(PROPOSAL 3 ON PROXY CARD)
The Board of Directors voted to engage Arthur Andersen, LLP as independent
accountants to audit the accounts and financial statements of the Company for
the fiscal year ending December 31, 1996, and directed that such engagement be
submitted to the stockholders of the Company for ratification. In recommending
ratification by the stockholders of such engagement, the Board of Directors is
acting upon the recommendation of the Audit Committee, which has satisfied
itself as to the firm's professional competence and standing. Although
ratification by stockholders of the engagement of Arthur Andersen, LLP is not
required by Delaware corporate law or the Company's Restated Certificate of
Incorporation or Bylaws, management feels a decision of this nature should be
made with the consideration of the Company's stockholders. If stockholder
approval is not received, management will reconsider the engagement.
It is expected that one or more representatives of Arthur Andersen, LLP
will be present at the Meeting and will be given the opportunity to make a
statement if they so desire. It also is expected that the representatives will
be available to respond to appropriate questions from the stockholders.
BOARD OF DIRECTORS' RECOMMENDATIONS; VOTE REQUIRED
The Board of Directors unanimously recommends a vote (i) FOR the election
as director of each of the nominees named in the proxy, (ii) FOR the approval of
the Amendment, and (iii) FOR the ratification of the appointment of Arthur
Andersen, LLP as independent auditors.
The affirmative vote of the holders of (i) a plurality of the votes of the
outstanding shares of Common Stock present at the Meeting, either in person or
represented by proxy, is required to elect each nominee as a director and (ii)
a majority of the outstanding shares of Common Stock present at the Meeting,
either in person or represented by proxy, is required to approve the Amendment
and to ratify the appointment of Arthur Andersen, LLP.
-26-
<PAGE> 29
COST AND METHOD OF PROXY SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. All expenses for soliciting Proxies, including the
expense of preparing, printing and mailing the form of Proxy and the material
used in the solicitation thereof, will be borne by the Company. In addition to
the use of the mails, Proxies may be solicited by personal interview, telephone
and telegram by directors and regular officers and employees of the Company.
Such persons will receive no additional compensation for such services.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held of record by such persons, and the Company may
reimburse them for reasonable out-of-pocket expenses incurred by them in
connection therewith.
ANNUAL REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
You are referred to the Company's annual report, including consolidated
financial statements, for the year ended December 31, 1995, enclosed herewith
for your information. The annual report is not incorporated in this Proxy
Statement and is not to be considered part of the soliciting material.
DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 1997 ANNUAL MEETING
Any proposals that stockholders of the Company desire to have presented at the
1997 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices no later than March 10, 1997.
UNDERTAKING TO PROVIDE DOCUMENTS
THE COMPANY WILL PROVIDE TO EACH PERSON TO WHOM A COPY OF THIS PROXY
STATEMENT IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON AND
WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995 AND UPON THE PAYMENT OF A REASONABLE FEE WHICH SHALL BE
LIMITED TO THE COMPANY'S REASONABLE EXPENSES, A COPY OF ANY EXHIBIT TO SUCH
ANNUAL REPORT ON FORM 10-K. WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO THOMAS H. EHRLICH, URANIUM RESOURCES, INC., 12750 MERIT DRIVE,
SUITE 1020, LB 12, DALLAS, TEXAS 75251, (214) 387-7777.
-27-
<PAGE> 30
MISCELLANEOUS
The Board of Directors is not aware of any matter, other than the matters
described above, to be presented for action at the Meeting. However, if any
other business properly comes before the Meeting, the person or persons named
in the enclosed form of proxy will vote the proxy in accordance with his or
their best judgment on such matters.
DALLAS, TEXAS
April 26, 1996
-28-
<PAGE> 31
URANIUM RESOURCES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Uranium Resources, Inc. (the "Company")
hereby constitutes and appoints Paul K. Willmott, George R. Ireland, James B.
Tompkins and Leland O. Erdahl, or any of them acting singly, each with the
power of substitution as attorneys and proxies to vote all of the shares which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
the Company to be held at the Marriott Bayfront Corpus Christi, 900 North
Shoreline Boulevard, Corpus Christi, Texas 78401 on Wednesday, May 29, 1996, at
9:00 a.m., local time, and at any and all adjournments thereof, with the same
force and effect as if the undersigned were personally present, and the
undersigned hereby instructs the above-named Attorneys and Proxies to vote as
follows:
1. ELECTION OF DIRECTORS. The following four persons have been
nominated to serve on the Company's Board of Directors: Paul K. Willmott,
George R. Ireland, James B. Tompkins and Leland O. Erdahl.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
to vote for all nominees listed
above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE
INDIVIDUAL NOMINEES, WRITE THE NAME OF EACH SUCH NOMINEE IN THE SPACE
PROVIDED BELOW.)
2. AMENDMENT. Proposal to approve the amendment to Article 4 of the
Company's Restated Certificate of Incorporation to increase the authorized
common stock from 12,500,000 shares to 25,000,000 shares:
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. RATIFICATION OF ARTHUR ANDERSEN. Proposal to ratify the selection of
Arthur Andersen, LLP, independent accountants, as the independent
auditors of the Company for the fiscal year ending December 31, 1996:
[ ]FOR [ ]AGAINST [ ]ABSTAIN
-29-
<PAGE> 32
4. OTHER BUSINESS. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting or any
adjournment of adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1 AND FOR PROPOSALS 2 and 3.
DATED: , 1996
---------------------
-------------------------------------
(Signature)
-------------------------------------
(Signature)
NOTE: Please sign exactly as your name or
names appear on this card. Joint
owners should each sign personally.
When signing as attorney, executor,
administrator, personal
representative, trustee or guardian,
please give your full title as such.
For a corporation or a partnership,
please sign in the full corporate
name by the President or other
authorized officer or the full
partnership name by an authorized
person, as the case may be. (Please
mark, sign, date, and return this
proxy in the enclosed envelope.)
-30-
<PAGE> 33
EXHIBIT A
PROPOSED AMENDMENT TO ARTICLE 4
OF RESTATED CERTIFICATE OF INCORPORATION
ARTICLE 4
The aggregate number of shares which the corporation has authority to issue
is Twenty-Five Million (25,000,000) shares, $.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.
-31-
