<PAGE> 1
As filed with the Securities and Exchange Commission on January 22, 1996
Registration No. 33-__
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________
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
(Address of Principal Executive Offices)(Zip Code)
___________
URANIUM RESOURCES, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
___________
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 THOMAS H. EHRLICH
BAKER & HOSTETLER URANIUM RESOURCES, INC.
303 EAST 17TH AVENUE, SUITE 1100 12750 MERIT DRIVE, SUITE 1020
DENVER, COLORADO 80203 DALLAS, TEXAS 75251
(303) 764-4091 (214) 387-7777
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
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)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share 750,000 $6.0375 $4,528,125 $1,562
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h), based on an assumed exercise price
of $6.0375 per share, which represents the average of the high and low
prices of such securities reported in the consolidated reporting
system on January 16, 1996.
(2) Registration fee is calculated on the basis of 1/29 of 1% of the
proposed maximum aggregate offering price of $4,528,125.
<PAGE> 2
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 CERTAIN 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 then 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.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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<PAGE> 4
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 if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in 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 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to 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.
-3-
<PAGE> 5
(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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<PAGE> 6
SIGNATURES
THE REGISTRANT
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 22nd day of
January, 1996
URANIUM RESOURCES, INC.
By: /s/ Paul K. Willmott
--------------------------------
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul K. Willmott Chairman of the Board, Chief Executive January 22, 1996
- --------------------------------------------- Officer and President
Paul K. Willmott (Principal Executive Officer)
/s/ Leland O. Erdahl Director January 22, 1996
- ---------------------------------------------
Leland O. Erdahl
/s/ George R. Ireland Director January 22, 1996
- ---------------------------------------------
George R. Ireland
/s/ James B. Tompkins Director January 22, 1996
- -------------------------------------------
James B. Tompkins
/s/ Thomas H. Ehrlich Vice President and Chief Financial January 22, 1996
- --------------------------------------------
Thomas H. Ehrlich Officer (Principal Financial Officer
and Principal Accounting Officer)
</TABLE>
-5-
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4.1 Uranium Resources, Inc. 1995 Stock Incentive Plan.
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.
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
URANIUM RESOURCES, INC.,
1995 STOCK INCENTIVE PLAN
1. General. This Stock Incentive Plan (the "Plan")
provides eligible employees of Uranium Resources, Inc., (the "Company") with the
opportunity to acquire or expand their equity interest in the Company by making
available for purchase Common Shares, par value .001 per share, of the Company
("Common Shares"), through the granting of nontransferable options to purchase
Common Shares ("Stock Options"). It is intended that key employees may be
granted, simultaneously or from time to time, Stock Options that qualify as
incentive stock options ("Incentive Stock Options") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or Stock Options that do
not so qualify ("Non-qualified Stock Options"). No provision of the Plan is
intended or shall be construed to grant employees alternative rights in any
Incentive Stock Option granted under the Plan so as to prevent such Option from
qualifying under Section 422 of the Code.
2. Purpose of the Plan. The purpose of the Plan is to
provide continuing incentives to key employees of the Company and of any
subsidiary corporation of the Company, by encouraging such key employees to
acquire new or additional share ownership in the Company, thereby increasing
their proprietary interest in the Company's business and enhancing their
personal interest in the Company's success.
For purposes of the Plan, a "subsidiary corporation" consists
of any corporation at least fifty percent (50%) of the stock of which is
directly or indirectly owned or controlled by the Company.
3. Effective Date of the Plan. The Plan shall become
effective upon its adoption by the Board of Directors, subject to approval by
holders of a majority of the outstanding shares of voting capital stock of the
Company. If the Plan is not so approved within twelve (12) months after the
date the Plan is adopted by the Board of Directors, the Plan and any grants made
hereunder shall be null and void. However, if the Plan is so approved, no
further shareholder approval shall be required with respect to the making of
grants pursuant to the Plan, except as provided in Section 10 hereof.
4. Administration of the Plan. The Plan shall be
administered by the Compensation Committee of the Board of Directors of the
Company, or by any other committee selected by such Board of Directors by
majority vote and composed of no fewer than two (2) members of such Board of
Directors (the "Committee"). No person shall be appointed to the Committee who,
during the one-year period immediately preceding such person's appointment to
the Committee, has received any grants of Stock Options under the Plan or any
similar stock option or stock incentive plan, other than a formula-based plan,
maintained by the Company or any subsidiary corporation. A member of the
Committee shall not be eligible to participate in this Plan while serving on the
Committee.
A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a quorum is
present (or acts unanimously approved in writing by the members of the
Committee) shall constitute binding acts of the Committee.
Subject to the terms and conditions of the Plan, the Committee
shall be authorized and empowered:
<PAGE> 3
(a) To select the key employees to whom grants
may be made;
(b) To determine the number of Common Shares to
be covered by any Grant;
(c) To prescribe the terms and conditions of any
grants made under the Plan, and the form(s) and
agreement(s) used in connection with such grants,
which shall include agreements governing the granting
of Stock Options;
(d) To determine the time or times when Stock
Options will be granted and when they will terminate
in whole or in part;
(e) To determine the time or times when Stock
Options that are granted may be exercised;
(f) To determine, at the time a Stock Option is
granted under the Plan, whether such Option is an
Incentive Stock Option entitled to the benefits of
Section 422 of the Code; and
(g) To establish any other Stock Option agreement
provisions not inconsistent with the terms and
conditions of the Plan or, where the Stock Option is
an Incentive Stock Option, with the terms and
conditions of Section 422 of the Code.
5. Employees Eligible for Grants. Grants may be made
from time to time to those key employees of the Company or a subsidiary
corporation, who are designated by the Committee in its sole and exclusive
discretion. Key employees may include, but shall not necessarily be limited to,
members of the Board of Directors (excluding members of the Committee), and
officers, of the Company and any subsidiary corporation; however, Stock Options
intended to qualify as Incentive Stock Options shall only be granted to key
employees while actually employed by the Company or a subsidiary corporation.
The Committee may grant more than one Stock Option to the same key employee. No
Stock Option shall be granted to any key employee during any period of time when
such key employee is on a leave of absence.
6. Shares Subject to the Plan. The shares to be issued
pursuant to any Stock Option granted under the Plan shall be Common Shares.
Either Common Shares held as treasury stock, or authorized and unissued Common
Shares, or both, may be so issued, in such amount or amounts within the maximum
limits of the Plan as the Board of Directors shall from time to time determine.
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<PAGE> 4
Subject to the provisions of the next succeeding paragraph of
this Section 6 and the provisions of Section 7(h), the aggregate number of
Common Shares that can be actually issued under the Plan shall be seven hundred
fifty thousand (750,000) Common Shares.
If, at any time subsequent to the date of adoption of the Plan
by the Board of Directors, the number of Common Shares are increased or
decreased, or changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another corporation
(whether as a result of a stock split, stock dividend, combination or exchange
of shares, exchange for other securities, reclassification, reorganization,
redesignation, merger, consolidation, recapitalization or otherwise): (i)
there shall automatically be substituted for each Common Share subject to an
unexercised Stock Option (in whole or in part) granted under the Plan, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be changed or for which each such Common Share
shall be exchanged; and (ii) the option price per Common Share or unit of
securities shall be increased or decreased proportionately so that the
aggregate purchase price for the securities subject to a Stock Option shall
remain the same as immediately prior to such event. In addition to the
foregoing, the Committee shall be entitled in the event of any such increase,
decrease or exchange of Common Shares to make other adjustments to the
securities subject to a Stock Option, the provisions of the Plan, and to any
related Stock Option agreements (including adjustments which may provide for
the elimination of fractional shares), where necessary to preserve the terms
and conditions of any grants hereunder.
7. Stock Option Provisions.
(a) General. The Committee may grant to key employees
(also referred to as "optionees") nontransferable Stock Options that either
qualify as Incentive Stock Options under Section 422 of the Code or do not so
qualify. However, any Stock Option which is an Incentive Stock Option shall
only be granted within 10 years from the earlier of (i) the date this Plan is
adopted by the Board of Directors of the Company; or (ii) the date this Plan is
approved by the shareholders of the Company.
(b) Stock Option Price. The option price per Common
Share which may be purchased under an Incentive Stock Option under the Plan
shall be determined by the Committee at the time of Grant, but shall not be less
than one hundred percent (100%) of the fair market value of a Common Share,
determined as of the date such Option is granted; however, if a key employee to
whom an Incentive Stock Option is granted is, at the time of the grant of such
Option, an "owner," as defined in Section 422(b)(6) of the Code (modified as
provided in Section 424(d) of the Code) of more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
subsidiary corporation (a "Substantial Shareholder"), the price per Common Share
of such Option, as determined by the Committee, shall not be less than one
hundred ten percent (110%) of the fair market value of a Common Share on the
date such Option is granted. The option price per Common Share under each Stock
Option granted pursuant to the Plan which is not an Incentive Stock Option shall
be determined by the Committee at the time of Grant. Except as specifically
provided above, the fair market value of a Common Share shall be determined in
accordance with procedures to be
-3-
<PAGE> 5
established by the Committee. The day on which the Committee approves the
granting of a Stock Option shall be considered the date on which such Option is
granted.
(c) Period of Stock Option. The Committee shall
determine when each Stock Option is to expire. However, no Stock Option shall
be exercisable for a period of more than ten (10) years from the date upon
which such Option is granted. Further, no Incentive Stock Option granted to an
employee who is a Substantial Shareholder at the time of the grant of such
Option shall be exercisable after the expiration of (5) years from the date of
grant of such Option.
(d) Limitation on Exercise and Transfer of Stock Options.
Only the key employee to whom a Stock Option is granted may exercise such
Option, except where a guardian or other legal representative has been duly
appointed for such employee, and except as otherwise provided in the case of
such employee's death. No Stock Option granted hereunder shall be transferable
by an optionee other than by will or the laws of descent and distribution. No
Stock Option granted hereunder may be pledged or hypothecated, nor shall any
such Option be subject to execution, attachment or similar process.
(e) Employment, Holding Period Requirements For Certain
Options. The Committee may condition any Stock Option granted hereunder upon
the continued employment of the optionee by the Company or by a subsidiary
corporation, and may make any such Stock Option immediately exercisable.
However, the Committee will require that, from and after the date of grant of
any Incentive Stock Option granted hereunder until the day three (3) months
prior to the date such Option is exercised, such optionee must be an employee of
the Company or of a subsidiary corporation, but always subject to the right of
the Company or any such subsidiary corporation to terminate such optionee's
employment during such period. Each Stock Option shall be subject to such
additional restrictions as to the time and method of exercise as shall be
prescribed by the Committee. Upon completion of such requirements, if any, a
Stock Option or the appropriate portion thereof may be exercised in whole or in
part from time to time during the option period; however, such exercise right(s)
shall be limited to whole shares.
(f) Payment for Stock Option Price. A Stock Option shall
be exercised by an optionee giving written notice to the Company of his
intention to exercise the same, accompanied by full payment of the purchase
price in cash or by check, or, with the consent of the Committee, in whole or in
part with a promissory note or with a surrender of Common Shares having a fair
market value on the date of exercise equal to that portion of the purchase price
for which payment in cash or check is not made. The Committee may, in its sole
discretion, approve other methods of exercise for a Stock Option or payment of
the option price, provided that no such method shall cause any option granted
under the Plan as an Incentive Stock Option to not qualify under Section 422 of
the Code, or cause any Common Share issued in connection with the exercise of an
option not to be a fully paid and non-assessable Common Share.
(g) Certain Reissuances of Stock Options. To the extent
Common Shares are surrendered by an optionee in connection with the exercise of
a Stock Option in accordance with
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<PAGE> 6
Section 7(f), the Committee may in its sole discretion grant new Stock Options
to such optionee (to the extent Common Shares remain available for grants),
subject to the following terms and conditions:
(i) The number of Common Shares shall be equal to
the number of Common Shares being surrendered by the
optionee;
(ii) The option price per Common Share shall be
equal to the fair market value of Common Shares,
determined on the date of exercise of the Stock
Options whose exercise caused such Grant; and
(iii) The terms and conditions of such Stock
Options shall in all other respects replicate such
terms and conditions of the Stock Options whose
exercise caused such Grant, except to the extent such
terms and conditions are determined to not be wholly
consistent with the general provisions of this
Section 7, or in conflict with the remaining
provisions of this Plan.
(h) Cancellation and Replacement of Stock Options and
Related Rights. The Committee may at any time or from time to time permit the
voluntary surrender by an optionee who is the holder of any outstanding Stock
Options under the Plan, where such surrender is conditioned upon the granting to
such optionee of new Stock Options for such number of shares as the Committee
shall determine, or may require such a voluntary surrender as a condition
precedent to the grant of new Stock Options. The Committee shall determine the
terms and conditions of new Stock Options, including the prices at and periods
during which they may be exercised, in accordance with the provisions of this
Plan, all or any of which may differ from the terms and conditions of the Stock
Options surrendered. Any such new Stock Options shall be subject to all the
relevant provisions of this Plan. The Common Shares subject to any Stock Option
so surrendered, shall no longer be charged against the limitation provided in
Section 6 of this Plan and may again become shares subject to the Plan. The
granting of new Stock Options in connection with the surrender of outstanding
Stock Options under this Plan shall be considered for the purposes of the Plan
as the granting of new Stock Options and not an alteration, amendment or
modification of the Plan or of the Stock Options being surrendered.
(i) Limitation on Exercisable Incentive Stock Options.
The aggregate fair market value of the Common Shares first becoming subject to
exercise as Incentive Stock Options by a key employee during any given calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). Such
aggregate fair market value shall be determined as of the date such Option is
granted, taking into account, in the order in which granted, any other incentive
stock options granted by the Company, or by a parent or subsidiary thereof.
8. Termination of Employment. If a key employee ceases
to be an employee of the Company and every subsidiary corporation, for a reason
other than death, retirement, or permanent and total disability, his Stock
Options shall, unless extended by the Committee on or before his date of
termination of employment, terminate on the effective date of such termination
of employment.
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<PAGE> 7
Neither the key employee nor any other person shall have any right after such
date to exercise all or any part of his Stock Options.
If termination of employment is due to death or permanent and
total disability, then outstanding Stock Options may be exercised within the
one (1) year period ending on the anniversary of such death or permanent and
total disability. In the case of death, such outstanding Stock Options shall
be exercised by such key employee's estate, or the person designated by such
key employee by will, or as otherwise designated by the laws of descent and
distribution. Notwithstanding the foregoing, in no event shall any Stock
Option be exercisable after the expiration of the option period, and in the
case of exercises made after a key employee's death, not to any greater extent
than the key employee would have been entitled to exercise such Option at the
time of his death.
Subject to the discretion of the Committee, in the event a key
employee terminates employment with the Company and all subsidiary corporations
because of normal or early retirement, any then-outstanding Stock Options held
by such key employee shall lapse at the earlier of the end of the term of such
Stock Option or three (3) months after such retirement or permanent and total
disability.
In the event an employee of the Company or one of its
subsidiary corporations is granted a leave of absence by the Company or such
subsidiary corporation to enter military service or because of sickness, his
employment with the Company or such subsidiary corporation shall not be
considered terminated, and he shall be deemed an employee of the Company or
such subsidiary corporation during such leave of absence or any extension
thereof granted by the Company or such subsidiary corporation.
9. Change of Control. Upon the occurrence of a Change
of Control (as defined below), notwithstanding any other provisions hereof or of
any agreement to the contrary, all Stock Options granted under this Plan shall
become immediately exercisable in full.
For purposes of this Plan, a Change of Control shall be deemed
to have occurred if: (i) a tender offer shall be made and consummated for the
ownership of 25% or more of the outstanding voting securities of the Company;
(ii) the Company shall be merged or consolidated with another corporation and,
as a result of such merger or consolidation, less than 75% of the outstanding
voting securities of the surviving or resulting corporation shall be owned in
the aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; or (iii) the Company
shall sell substantially all of its assets to another corporation which is not
a wholly owned subsidiary; or (iv) a person, within the meaning of Section
3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the
Exchange Act, shall acquire, other than by reason of inheritance, fifty-one
percent (51%) or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). In making any such
determination, transfers made by a person to an affiliate of such person (as
determined by the Board of Directors of the Company), whether by gift, devise
or otherwise, shall not be taken into account. For purposes of this Plan,
ownership of voting securities shall take into account and shall include
ownership as determined
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<PAGE> 8
by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the date
hereof pursuant to the Exchange Act.
Notwithstanding the provisions of subparagraph (iv) of this
Section 9, "person" is used in that subparagraph shall not include any holder
who was the beneficial owner of more than ten percent (10%) of the voting
securities of the Company on the date the Plan was adopted by the Board of
Directors.
10. Amendments to Plan. The Committee is authorized to
interpret this Plan and from time to time adopt any rules and regulations for
carrying out this Plan that it may deem advisable. Subject to the approval of
the Board of Directors of the Company, the Committee may at any time amend,
modify, suspend or terminate this Plan. In no event, however, without the
approval of shareholders, shall any action of the Committee or the Board of
Directors result in:
(a) Materially amending, modifying or altering
the eligibility requirements provided in Section 5
hereof;
(b) Materially increasing, except as provided in
Section 6 hereof, the maximum number of shares
subject to Stock Options; or
(c) Materially increasing the benefits accruing
to participants under the Plan.
except to conform this Plan and any agreements made hereunder to changes in the
Code or governing law.
11. Investment Representation, Approvals and Listing.
The Committee may, if it deems appropriate, condition its grant of any Stock
Option hereunder upon receipt of the following investment representation from
the optionee:
"I agree that any Common Shares of Uranium Resources, Inc., which I
may acquire by virtue of this Stock Option shall be acquired for
investment purposes only and not with a view to distribution or
resale, and may not be transferred, sold, assigned, pledged,
hypothecated or otherwise disposed of by me unless (i) a registration
statement or post-effective amendment to a registration statement
under the Securities Act of 1933, as amended, with respect to said
Common Shares has become effective so as to permit the sale or other
disposition of said shares by me; or (ii) there is presented to
Uranium Resources, Inc., an opinion of counsel satisfactory to Uranium
Resources, Inc., to the effect that the sale or other proposed
disposition of said Common Shares by me may lawfully be made otherwise
than pursuant to an effective registration statement or post-effective
amendment to a registration statement relating to the said shares
under the Securities Act of 1933, as amended."
-7-
<PAGE> 9
The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of any Stock Option granted
under this Plan prior to (i) the obtaining of any approval from any
governmental agency which the Committee shall, in its sole discretion,
determine to be necessary or advisable; (ii) the admission of such shares to
listing on any national securities exchange on which the Common Shares may be
listed; (iii) the completion of any registration or other qualifications of the
Common Shares under any state or federal law or ruling or regulations of any
governmental body which the Committee shall, in its sole discretion, determine
to be necessary or advisable or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the Common Shares
is not necessary or advisable; and (iv) the obtaining of an investment
representation from the optionee in the form stated above or in such other form
as the Committee, in its sole discretion, shall determine to be adequate.
12. General Provisions. The form and substance of Stock
Option agreements made hereunder, whether granted at the same or different
times, need not be identical. Nothing in this Plan or in any agreement shall
confer upon any employee any right to continue in the employ of the Company or
any of its subsidiary corporations, to be entitled to any remuneration or
benefits not set forth in this Plan or such Grant, or to interfere with or limit
the right of the Company or any subsidiary corporation to terminate his
employment at any time, with or without cause. Nothing contained in this Plan
or in any Stock Option agreement shall be construed as entitling any optionee to
any rights of a shareholder as a result of the grant of a Stock Option, until
such time as Common Shares are actually issued to such optionee pursuant to the
exercise of such Option. This Plan may be assumed by the successors and assigns
of the Company. The liability of the Company under this Plan and any sale made
hereunder is limited to the obligations set forth herein with respect to such
sale and no term or provision of this Plan shall be construed to impose any
liability on the Company in favor of any employee with respect to any loss, cost
or expense which the employee may incur in connection with or arising out of any
transaction in connection with this Plan. The cash proceeds received by the
Company from the issuance of Common Shares pursuant to this Plan will be used
for general corporate purposes. The expense of administering this Plan shall be
borne by the Company. The captions and section numbers appearing in this Plan
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of this Plan.
13. Termination of This Plan. This Plan shall terminate
on October 11, 2005, and thereafter no Stock Options shall be granted
hereunder. All Stock Options and outstanding at the time of termination of this
Plan shall continue in full force and effect according to their terms and the
terms and conditions of this Plan.
-8-
<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
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.
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
EXHIBIT 5.1
January 22, 1996
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 750,000 shares of the Company's Common Stock, $0.001 Par
Value (the "Shares") covered by the Uranium Resources, Inc. 1995 Stock
Incentive Plan (the "Plan"). 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 Plan will be validly issued, 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
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
January 22, 1996
