<PAGE> 1
As filed with the Securities and Exchange Commission on March 1, 1996
Registration No. 33-___________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 Identification No.)
organization)
12750 Merit Drive, Suite #1020
Dallas, Texas 75251
214/387-7777
(Address and telephone number of Registrant's principal executive offices)
Paul K. Willmott
President and Chief Executive Officer
12750 Merit Drive, Suite #1020
Dallas, Texas 75251
214/387-7777
(Name, address and telephone number of agent for service)
Copies to:
Alfred C. Chidester, Esq.
Baker & Hostetler
303 East 17th Avenue
Suite 1100
Denver, Colorado 80203
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement, as determined by the selling stockholders named herein.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
264(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price* Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shs. $9 11/16 $4,843,750 $1,671
($.001 par value
per share)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, on the
basis of the average of the high and low reported sale prices of the
Registrant's Common Stock on February 23, 1996 as reported on the National
Market System of the National Association of Securities Dealers Automated
Quotation System.
_________________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
PROSPECTUS
500,000 SHARES
URANIUM RESOURCES, INC.
COMMON STOCK
_________________________
Uranium Resources, Inc., a Delaware corporation (the "Company"), is
registering for possible future resale, from time to time, by the holder
thereof (the "Selling Stockholder"), 500,000 presently outstanding shares (the
"Shares") of the Company's common stock, par value $.001 per share (the "Common
Stock"). See "Selling Stockholder." The Shares were issued upon the partial
exercise on December 26, 1995 of warrants issued on May 25, 1995 at an exercise
price of $4.00 per share. In connection with such issuance of the Warrants,
the Company granted certain registration rights to the Selling Stockholder.
The Company has agreed to pay all fees and expenses incurred by the Company
incident to such registration. It is estimated that the fees and expenses of
the Company in connection with the offering of the Securities will be
approximately $18,071. The Company intends to keep the registration statement,
of which this Prospectus is a part, effective for a period of no longer than 90
days from the date of this Prospectus. The Company will not receive any
proceeds from the sale of the Shares.
The Common Stock is traded on the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation System ("the
Nasdaq National Market") under the symbol "URIX." On February 23, 1996, the
last reported sale price of the Common Stock on the Nasdaq National Market was
$9.75 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE SHARES.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The Selling Stockholder may offer the Shares offered hereby from time
to time to purchasers directly or through agents, brokers or dealers. Such
Shares may be sold at market prices prevailing at the time of sale or at
negotiated prices. The agents, brokers or dealers through whom sales are made
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any amounts received by them in
exchange for their services in connection with such sales may be deemed to be
underwriting commissions. See "Plan of Distribution."
_________________________
<PAGE> 4
March _____, 1996
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any of the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
the sale of or offer to sell the Shares offered hereby shall, under any
circumstances, create an implication that there has been no change in the
information contained herein or the affairs of the Company since the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such materials may be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is traded on the Nasdaq National Market. The foregoing materials
can also be inspected at the National Association of Securities Dealers, Inc.,
1735 K. Street, N.W., Washington, D.C. 20006.
The Company has also filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, copies of which may be
inspected without charge at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which may be obtained from the Commission upon
payment of the prescribed fees.
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<PAGE> 5
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, including the Company's Form 10-K/A dated August 30,
1995 and January 30, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995.
(e) The Company's Current Reports on Form 8-K dated January 11,
1995, May 10, 1995, and May 25, 1995.
(f) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A (Registration No. 0-17171) filed
with the Commission under the Exchange Act.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior
to the termination of the offering hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Thomas H. Ehrlich, Vice President and Chief Financial
Officer, Uranium Resources, Inc., at the Company's principal executive offices
located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251. Telephone
requests may be directed to Mr. Ehrlich at (214) 387-7777.
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<PAGE> 6
RISK FACTORS
FINANCIAL CONDITION OF THE COMPANY
In 1994 and early 1995, the Company experienced a severe cash
shortage. Between January 11, 1995 and January 20, 1995 a total of $2,080,000
cash was transferred from the Company to entities or persons owned, controlled
or affiliated with Oren L. Benton. These transfers left the Company without
funds to pay its creditors and employees and facing a liquidity crises which
could be solved only by raising new capital. In addition to obligations to
creditors and employees, the Company needed $4 million for purposes of bringing
its Rosita property back into production and making pre-production expenditures
at the Company's Kingsville Dome property.
The report (the "Report") of the Company's independent public
accountants (the "Accountants") with respect to the Company's financial
statements for the year ended December 31, 1994 incorporated by reference in
this Prospectus stated that the Accountants assumed, in preparing such
financial statements, that the Company would continue as a going concern. The
Report further indicates, however, that as of December 31, 1994, the Company
had a net working capital deficit of $3,107,511 and had assigned most of its
1995 cash flow from supply contracts to one of the Company's creditors, and
that such assignment raised substantial doubt as to the Company's ability to
generate cash flow and to continue as a going concern. The Report further
notes that the transfer of $2.08 million from the Company to entities
affiliated with Oren L. Benton further exacerbated the Company's liquidity
crisis. For the reasons described below, on January 25, 1996, the Accountants
reissued their opinion and removed the going concern modification.
On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner
Loan") through the issuance of 6.5% secured convertible notes in the aggregate
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 (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner
Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively.
In addition, the Company issued immediately exercisable warrants (the "Lindner
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 (on behalf of Lindner Bulwark Fund) and Dividend, respectively.
On December 26, 1995, Dividend partially exercised its warrant and
purchased 500,000 shares at a purchase price of $4 per share for a total
consideration of $2 million.
The cash obtained from the Lindner Loan and the partial exercise of
the warrant has substantially improved the Company's net working capital
position and has enabled the Company to put its Rosita property back into
production, effective June 1995, and to begin pre-production activities at
Kingsville Dome. The Company's net working capital position at December 31,
1995 (unaudited) was a positive $3,998,000, an improvement of over $7,100,000
from its net working capital position at December 31, 1994, due primarily to
the consummation of the Lindner Loan and the resumption of uranium production
at the Company's Rosita facility in South Texas in June 1995. The Company
expects to utilize the cash flow from sales of uranium
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<PAGE> 7
produced at the Rosita facility to fund the Company's short-term liquidity
needs. However, there can be no assurance that such cash flow will be
sufficient to meet such needs. Accordingly, the Company is continuing to
review additional sources of financing and capital to satisfy its future
capital requirements.
URANIUM PRICES AND COMPETITION
The Company's earnings will be significantly affected by the price of
uranium, which is determined primarily by supply and demand on a worldwide
basis and by the relationship of that price to the Company's costs of
production. In recent years, imports of uranium, including imports of uranium
from the republics comprising the former Soviet Union, have resulted in
significant downward pressure on uranium prices. In 1992, the Department of
Commerce (the "DOC") ruled that certain of the former Soviet Union republics
had sold uranium in the United States at less than fair market value. As a
result, the DOC signed suspension agreements with these republics which limited
uranium imports and established strict quotas under which such imports could be
made.
In 1994, the DOC amended certain aspects of the Russian Suspension
Agreement (the "Amendment") which permitted the importation of Russian uranium
provided that the sale of such material was "matched" with an equal amount of
uranium that was mined or produced in the United States after April 1, 1994.
The Amendment permits a specified quota volume of Russian uranium to be
utilized in the years 1994 through 2003. The total Russian uranium allowed for
importation over the ten-year period under this matched program is
approximately 43 million pounds. The end user of such matched sales will pay a
combined price for each qualifying delivery provided that the price received by
the U.S. producer is higher than the unit price. All sales must be to U.S.
utilities and the contracts must be finalized after April 1994.
The Amendment has allowed U.S. uranium producers to utilize the
Russian material to combine with its own production to provide more competitive
uranium prices to U.S. utilities. In the third quarter of 1995, the Company
signed four matched sales contracts for deliveries beginning in 1995 and
continuing through 1998. Total deliveries of the Company's uranium production
under these contracts is projected to be approximately 1.1 million pounds and
such contracts will utilize nearly all of its 1995 matched sales quota.
While the Amendment has provided new sales opportunities with respect
to "matched" sales to utilities, the termination or modification of the current
"matched sale" program, or the influx of additional low-cost uranium into the
U.S. market may impair the Company's ability to enter into additional long-term
contracts at prices that permit economical production from, and development of,
the Company's uranium properties.
The spot market price for uranium has strengthened appreciably since
November 1995. Prices have risen from $11.80 per pound on October 31, 1995 to
$14.00 per pound on February 13, 1996. While the current spot prices of
uranium have increased to levels which exceed the Company's cost of uranium
production, there is no assurance that such price level will continue to rise
or remain at such prices which would permit the Company to sign additional
sales contracts.
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<PAGE> 8
DEPENDENCE ON A FEW CUSTOMERS
Substantially all of the Company's contracted sales of uranium through
December 31, 2002 are represented by seven long-term contracts, four of which
represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31,
1995. Should any of such customers be unable to perform its obligations to
purchase and pay for the uranium it has contracted to buy because of force
majeure or otherwise, this would have a material adverse effect on the
Company's results of operations.
QUARTERLY FLUCTUATIONS IN EARNINGS
Revenues, earnings from operations and net income for the Company can
fluctuate significantly on a quarter to quarter basis during the year because
of the timing of deliveries requested by its utility customers. Accordingly,
operating results for any quarter or year-to-date period are not necessarily
comparable and may not be indicative of the results which may be expected for
future quarters or the entire year.
POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL
Certain of the Company's employees have significant experience in the
uranium in situ leach mining industry. The continued success of the Company
could be dependent upon the efforts of these key individuals, and the loss of
any one or more of such persons' services could have a material adverse affect
on the Company's business operations and prospects.
POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS
The development and production of uranium is subject to an extensive
body of governmental regulations that have a material effect on the economics
of the Company's operations and the timing of project development. In
particular, the production of uranium is subject to obtaining multiple permits,
obtaining adequate water rights and complying with extensive federal and state
regulations for the protection of the environment, including regulations
relating to air and water quality, the prevention of groundwater contamination,
the reclamation and restoration of wellfield aquifers and the treatment,
transportation and disposal of liquid and/or solid wastes generated by the
Company's uranium mining process. To date, the Company's operations have not
been materially and adversely affected by the inability to obtain or maintain
required permits or water rights, or by any groundwater contamination or the
disposal of waste materials at its mining projects. However, should the Company
meet with unforeseen events or be unable to obtain or maintain permits or water
rights for development of its properties or otherwise adequately handle future
contamination or waste disposal, the Company's operations could be materially
and adversely affected by unanticipated expenditures or delays in the Company's
ability to initiate or continue production at its properties.
LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK
As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the
Company's outstanding Common Stock was freely transferable without restriction
in the United States. For the year ended December 31, 1995, the average weekly
volume of trading of the Common Stock
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<PAGE> 9
on the Nasdaq National Market was 36,994 shares. The thinly traded nature of
the Company's Common Stock could result in significant adverse fluctuations in
the per share price if large blocks of Common Stock were offered for sale in
the trading markets.
POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES
The Company has 8,645,698 shares of Common Stock outstanding as of
December 31, 1995. Approximately 5,721,000 shares are freely transferable
without restriction in the United States. The Company believes that the
balance of such shares (approximately 2,924,698 shares) are freely transferable
without restriction in the United States subject to compliance with the
provisions of Rule 144 under the Securities Act.
In addition, approximately 1,056,000 shares of Common Stock are
reserved for issuance upon the exercise of outstanding options; 1,100,000
shares of Common Stock may be issued upon the exercise of currently outstanding
warrants; and 1,500,000 shares of Common Stock may be issued upon the
conversion of the Lindner Loan. No determination can be made as to the impact
that the issuance of such shares of Common Stock will have on the market price
of the Common Stock prevailing from time to time; however, it should be assumed
that a substantial increase in the number of outstanding shares available for
sale and/or the sale of substantial amounts of Common Stock in the public
market could adversely affect prevailing market prices.
THE LINDNER GROUP
Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now
Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525
outstanding shares of the Company's Common Stock, representing 10.2% of the
outstanding shares of Common Stock. Growth, Dividend, and Bulwark (the
"Lindner Group") are separate series of Lindner Investments, a Massachusetts
business trust that is a registered investment company, and may be deemed
collectively as a controlling stockholder and an affiliate 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. Ryback also manages the accounts of third parties other than the
Lindner Group. Such parties own beneficially 250,000 outstanding shares over
which Ryback has discretionary authority to vote and dispose of such shares.
The Lindner Group owns beneficially an aggregate of 1,650,525 shares
of Common Stock (18.9% of the outstanding Common Stock) and has the right to
acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and
1,000,000 shares upon the exercise of the Lindner Warrants. Assuming the
Lindner Loan is fully converted into Common Stock and the Lindner Warrants are
fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the
outstanding Common Stock. Such ownership may have the effect of delaying,
deferring, or preventing a change in control of the Company.
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<PAGE> 10
THE COMPANY
The Company was founded in 1977 to acquire, explore and develop
uranium properties using the in situ leach mining process. The Company's
activities are primarily concentrated in South Texas and New Mexico. The
Company's principal office is located at 12750 Merit Drive, Suite #1020,
Dallas, Texas 75251 and its telephone number is (214) 387-7777.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common
Stock. The Company currently intends to retain any earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future.
SELLING STOCKHOLDER
The Shares were acquired by the Selling Stockholder on December 26,
1995 pursuant to the partial exercise of the Lindner Warrants.
The following table sets forth as of February 27, 1996, the name of the Selling
Stockholder, the nature of his, her or its position, office, or other material
relationship to the Company or its subsidiaries, if applicable, and the number
of shares of Common Stock which such Selling Stockholder owned of record as of
the date of this Prospectus. The table also sets forth the number of shares of
Common Stock owned by the Selling Stockholder that are offered for sale by this
Prospectus and the number of shares of Common Stock to be held by such Selling
Stockholder assuming the sale of all the Securities offered hereby. The
Company may supplement this Prospectus from time to time to disclose the names,
relationships to the Company and holding of Securities of additional Selling
Stockholders.
<TABLE>
<CAPTION>
Maximum Number of Number of Shares of Common
Number of Shares of Shares to be Sold Stock to be Held Assuming
Name and Relationship Common Stock Owned Pursuant to this Sale of all the Shares
to Company if any(1) as of February 27, 1996 Offering Offered Hereby
----------------- ----------------------- -------- --------------
<S> <C> <C> <C>
Lindner Dividend Fund 2,589,000 (1) (2) 500,000 2,089,000
7711 Carndelet Avenue
Suite 700
Clayton, MO 63105
</TABLE>
________________________
(1) The shares shown in the table do not include 811,525 shares owned
beneficially by Growth and 375,000 shares issuable to Bulwark upon
conversion of the Notes and 375,000 shares issuable upon exercise of
the Lindner Warrants.
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<PAGE> 11
(2) Includes 839,000 outstanding shares owned beneficially by Dividend,
1,125,000 shares issuable upon conversion of the Notes and 625,000
shares issuable upon exercise of the Lindner Warrants.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus are currently outstanding and
are owned by the Selling Stockholder. The distribution of the Shares by the
Selling Stockholder or by pledgees, donees, transferees or other successors in
interest may be effected from time to time in one or more transactions (which
may involve block transactions) on the Nasdaq National Market or in the
over-the-counter market or otherwise, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholder may effect such transactions by selling the
Shares to or through broker dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholder or purchasers of Shares for whom they may act as
agent (which compensation may be in excess of customary commissions). Such
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales and any commissions received by
them may be deemed to be underwriting compensation.
In accordance with applicable rules and regulations promulgated under
the Exchange Act, any person engaged in the distribution of any of the Shares
may not simultaneously engage in market activities with respect to any of the
Common Stock for a period of nine business days prior to the commencement of
such distribution. In addition and without limiting the foregoing, the Selling
Stockholder may be subject to applicable provisions of the Exchange Act and the
rules and regulations promulgated thereunder, including, without limitation,
Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of Shares by the Selling Stockholder.
Certain costs, expenses and fees in connection with the registration
of the Securities will be borne by the Company. Commissions, discounts and
transfer taxes, if any, attributable to the sales of the Shares will be borne
by the Selling Stockholder, as will the costs of legal counsel for the Selling
Stockholder. The Selling Stockholder has agreed to indemnify the Company, all
other prospective holders of the shares registered hereby or any underwriter,
as the case may be, and any of the respective affiliates, directors, officers
and controlling persons, against certain liabilities in connection with the
offering of the Securities pursuant to this Prospectus, including liabilities
arising under the Securities Act. In addition, the Company has agreed to
indemnify the Selling Stockholder, all other prospective holders of the shares
registered hereby or any underwriter, as the case may be, and any of their
respective affiliates, directors, officers and controlling persons, against
certain liabilities in connection with the offering of the Securities pursuant
to this Prospectus, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Baker & Hostetler.
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<PAGE> 12
EXPERTS
The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports. Reference is made to said report which includes an explanatory
paragraph that describes the transfer of $2.08 million from the Company to
entities affiliated with Oren L. Benton and the uncertain effect of the Benton
Companies bankruptcy on transactions of the Company discussed in Note 2 to the
Financial Statements.
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<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 1,671
Legal fees and expense $ 5,200*
Accounting fees and expenses $ 1,200
Miscellaneous $10,000*
-------
Total $18,071
</TABLE>
_________________________
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are
actually and reasonably incurred by him ("Expenses"), and judgments, fines and
amounts paid in settlement that are actually and reasonably incurred by him, in
connection with the defense or settlement of such action, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful. Although Delaware law permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests, if such person has been judged liable to the
corporation, indemnification is only permitted to the extent that the Court of
Chancery (or the court in which the action was brought) determines that,
despite the adjudication of liability, such person is entitled to indemnity for
such Expenses as the court deems proper. The General Corporation Law of the
State of Delaware also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has been
successful in any proceeding covered by the statute. In addition, the General
Corporation Law of the State of Delaware provides the general authorization of
advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases, and that indemnification and advancement of expenses provided
by the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement or otherwise.
II-1
<PAGE> 14
The Bylaws of the Company provide for the broad indemnification by the
directors and officers of the Company and for advancement of litigation
expenses to the fullest extent permitted by current Delaware law. The Company
also has entered into indemnification contracts with its directors and
officers.
The Company maintains a policy of directors and officers liability
insurance which reimburses the Company for expenses which it may incur in
connection with the foregoing indemnity provisions and which may provide direct
indemnification to directors and officers where the Company is unable to do so.
ITEM 16. EXHIBITS
5.1 Opinion of Baker & Hostetler, counsel to the Company.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Baker & Hostetler (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of this Registration
Statement).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
of the registered securities are being made, a post-effective
amendment to this Registration Statement:
i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act"),
unless the information required to be included in such
post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and incorporated herein by reference;
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, unless the information required to be
included in such post-effective amendment is co in a periodic
report filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein by
reference;
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;
II-2
<PAGE> 15
provided, however, that paragraphs (1)(i) and (1)(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 Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
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;
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
Insofar as indemnification by the registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 15 above, 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 of 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.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 March 1, 1996.
URANIUM RESOURCES, INC.
By: /s/ Paul K. Willmott
----------------------------------------------
Paul K. Willmott
Chairman,Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned officers and directors of Uranium Resources,
Inc. hereby appoints Paul K. Willmott, as attorney and agent for the
undersigned, with full power of substitution, for and in the name, place, and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this Registration Statement and any
and all applications, instruments or documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Paul K. Willmott Chairman, Chief Executive March 1, 1996
- ------------------------------------ Officer, President and Director
Paul K. Willmott
/s/ George R. Ireland Director March 1, 1996
- ------------------------------------
George R. Ireland
</TABLE>
(Signatures continued on next page)
II-4
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ Leland O. Erdahl Director March 1, 1996
- ------------------------------------
Leland O. Erdahl
/s/ James B. Tompkins Director March 1, 1996
- -----------------------------------
James B. Tompkins
/s/ Thomas H. Ehrlich Vice President, Chief Financial March 1, 1996
- ------------------------------------ and Accounting Officer
Thomas H. Ehrlich
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
5.1 Opinion of Baker & Hostetler, counsel to the Company.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Baker & Hostetler (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of this Registration
Statement).
<PAGE> 1
EXHIBIT 5.1
March 1, 1996
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Lock Box 12
Dallas, Texas 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-3 of 500,000 shares of the Company's Common Stock, $0.001 Par
Value (the "Shares") to be sold by Lindner Bulwark Fund and Lindner Dividend
Fund. The Registration Statement on Form S-3 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 of the Company, the
Bylaws of the Company, the Minutes of the Board of Directors and Resolutions of
Shareholders 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 Shares have
been validly issued and are fully paid and nonassessable.
We hereby consent to the use of this opinion as part of the
Registration Statement.
Very truly yours,
BAKER & HOSTETLER
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, 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
March 1, 1996
