<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)
____________
AMENDED AND RESTATED DIRECTORS' STOCK OPTION 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 price(1) registration fee(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share 104,000 $6.0375 $627,900 $217
- ------------------------------------------------------------------------------------------------------------------------------
</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 $627,900.
<PAGE> 2
INFORMATION INCORPORATED BY REFERENCE
1. Uranium Resources, Inc. (the "Registrant") has previously filed
the following Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission relating to the Amended and Restated
Directors' Stock Option Plan (the "Plan"), the contents of which are
incorporated herein by reference.
(a) Registration Statement--File No. 33-52620 was filed on
October 1, 1992, and relates to the 46,000 shares of the
Registrant's Common Stock initially authorized for issuance upon
exercise of stock options granted under the Plan.
2. This Registration Statement relates to an additional 104,000
shares of Common Stock authorized for issuance under the Plan pursuant to an
amendment thereto effective August 10, 1994.
<PAGE> 3
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 date 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
- --------------------------------------------- Officier (Principal Financial Officer
Thomas H. Ehrlich and Principal Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
<S> <C>
4.1 Amended and Restated Directors' Stock Option 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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EXHIBIT 4.1
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URANIUM RESOURCES, INC.
DIRECTORS' STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE AUGUST 10, 1994)
1. Purpose. The Uranium Resources, Inc. Directors' Stock Option Plan
(the "Plan") (as amended and Restated effective August 10, 1994) is
intended to provide directors who are not employees of Uranium
Resources, Inc., a Delaware corporation ( the "Company"), with
additional incentives to improve the Company's performance by
increasing the level of stock ownership by such directors, to reinforce
such directors' role in enhancing stockholder value, and to provide an
additional means of attracting and retaining well-qualified
individuals to serve as directors.
2. Administration. The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors (the "Board") of the
Company. The Committee shall consist of not less than two officers of
the Company. The Board may from time to time remove members from, or
add members to, the Committee. Vacancies on the Committee shall be
filled by the Board. Subject to the provisions of the Plan, the
Committee shall have complete powers respecting the Plan, including
but not limited to authority to interpret the plan and to prescribe,
amend and rescind rules and regulations relating to the Plan. All
questions of interpretation and application of the Plan, or pertaining
to any Option granted hereunder, shall be final and binding upon all
parties.
3. Eligibility. Options shall be granted hereunder only to directors of
the Company who are not employees of the Company or any of its
subsidiaries (the "Non-Employee Directors").
4. Stock. The stock subject to the options shall be authorized but
unissued or reacquired shares of the Company's common stock, $.001 par
value per share (the "Common Stock"). The aggregate number of shares
that may be issued pursuant to options granted under the Plan shall
not exceed One Hundred Fifty Thousand (150,000) shares of Common
Stock, subject to adjustment pursuant to Clause 12 hereof. If any
outstanding option under the Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the unexercised
portion of such option may again be subject to an option under the
Plan.
5. Granting of Options. Options shall be granted under the Plan as
follows:
5.1 Each Non-Employee Director on the date the Plan is adopted
shall be granted an option to purchase twenty thousand
(20,000) shares;
5.2 Each Non-Employee Director elected or appointed to the Board
for the first time shall be granted an option to purchase
twenty thousand (20,000) shares on the date of such election
or appointment;
5.3 Each Non-Employee Director upon his or her re-election at an
annual meeting of the Company's stockholders shall be granted
an option to purchase one thousand (1,000) shares; and
5.4 Notwithstanding the preceding clauses, in no event shall any
Non-Employee Director be granted options hereunder to
purchase, in the aggregate, shares constituting more than five
percent (5%) of the total number of shares of Common Stock
then issued and outstanding.
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6. Terms and Conditions of Options. Each option granted pursuant to the
Plan shall be evidenced by a stock option agreement (the "Agreement"),
in such form and containing such terms and conditions as the Committee
from time to time may determine; provided, that each such Agreement
shall:
6.1 state the number of Common Stock, determined in accordance
with Clause 5, to which the option pertains;
6.2 provide the option price shall be equal to the fair market
value of the shares of Common Stock on the date of the
granting of the option. For purposes of this Clause 6.2, the
"fair market value" of a share of Common Stock shall mean:
6.2.1 if the Common Stock is reported on any
officially recognized U.S. exchange or over the counter market
on that date, as follows (a) either the closing price of a
share of Common Stock on that date as reported on such
exchange or over the counter market, or (b) where last sale
trade reporting on the Common Stock is not available, the
average of the bid and asked prices of a share of Common Stock
on that date as reported on such exchange or over the counter
market; or
6.2.2 if no shares of Common Stock were traded on
any officially recognized U.S. exchange or over the counter
market on that date or if, in the discretion of the Board,
another means of determining the fair market value of a share
of Common Stock at such date shall be necessary in order to
comply with or conform to the requirements of any applicable
law, governmental regulation or ruling of the Internal Revenue
Service or the Securities and Exchange Commission, the
Committee may provide for another means for determining fair
market value;
6.3 provide that the option is not transferable by the optionee
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of
the Employee Retirement Income Security Act or the rules
thereunder, and is exercisable during the optionee's lifetime
only by the optionee's attorney-in-fact;
6.4 state the terms upon which the option shall be exercisable;
provided that:
6.4.1 the option shall not be exercisable after the
expiration of ten (10) years from the date the option is
granted; and
6.4.2 subject to Clause 12 hereof, the option shall
be exercisable only to the extent of shares that have vested
in accordance with the following schedule:
<TABLE>
<CAPTION>
ANNUAL PORTION OF SHARES THAT ARE VESTED
ANNIVERSARY OF ON AND AFTER SUCH ANNIVERSARY
DATE OF GRANT AND BEFORE NEXT ANNIVERSARY
------------- ---------------------------
<S> <C>
First 25%
Second 50%
Third 75%
Fourth 100%
</TABLE>
6.5 provide that the option shall terminate and be of no further
force and effect on the thirtieth (30th) day after the
optionee ceases to be a director of the Company, except that
if the optionee is removed as a director for cause, the option
shall terminate and be of no further force and effect at the
time of such removal. The Agreement shall further provide
that if an
2
<PAGE> 4
optionee dies before the expiration of the option, the option
shall be exercisable for a period of one year after the date
of death by the optionee's heirs or legal representatives to
the same extent it was exercisable by the optionee on the date
of death.
7. Term of Plan. Subject to the provisions of Clause 13, options shall
be granted hereunder as provided in Clause 5 within a period of ten
(10) years from the date the Plan was adopted; provided, that the Plan
shall be submitted to the stockholders of the Company for approval at
the next regularly scheduled annual meeting of the Company, and if the
holders of a majority of the securities of the Company present or
represented and entitled to vote at the meeting fail to approve the
Plan, it shall terminate automatically and all options granted
hereunder shall terminate and be of further force and effect.
8. Exercise of Options. Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares of
Common Stock with respect to which the option is to be exercised and
the address to which the certificates representing the shares of
Common Stock issuable upon the exercise of such option shall be
mailed. In order to be effective, such written notice shall be
accompanied at the time of its delivery to the Company by payment by
certified check payable to the Company of the option price of such
shares of Common Stock. In addition, the Committee may request that
there be presented to and filed with it such evidence as it may deem
necessary to establish that the shares of Common Stock to be purchased
are being acquired for investment and not with a view to their
distribution or resale, except such resale as may be in accordance
with applicable securities laws, and such resale as may be in
accordance with applicable securities laws, and the Company may place
a legend to such effect on each certificate evidencing such shares in
such form as the Company upon advice of counsel may specify. Also, the
Committee may require an additional amount payable in the form stated
above equal to any federal, state or local taxes which the Committee,
with the advice of legal counsel, deems necessary or appropriate to be
withheld in connection with the exercise of an option hereunder. To
the extent that shares of Common Stock subject to options granted under
the Plan are registered under the Securities Act of 1933, as now in
effect or hereinafter amended (the "Securities Act"), any investment
representation required by the Committee shall be waived upon the date
such registration is effective.
As promptly as practicable after the receipt by the company of (i)
such written notice from the optionee setting forth the number of
shares of Common Stock with respect to which such option is to be
exercised, (ii) payment of the option exercise price for such shares
in the form required by the foregoing provisions of this Clause 8,
(iii) such evidence of intent to acquire such Common Stock for
investment as may be required by the Committee and (iv) an amount
equal to any federal, state or local taxes which the Committee deems
necessary or appropriate to be withheld incident to the exercise of an
option hereunder, the Company shall cause to be delivered to such
optionee certificates representing the number of shares of Common
Stock with respect to which such option has been so exercised.
9. Requirements of Law. The Company shall not be required to sell or
issue any shares of Common Stock under any option if the issuance of
such shares shall constitute a violation by the optionee or the
Company of any provision of any applicable statute or regulation of any
governmental authority. Specifically in connection with the
Securities Act, upon exercise of any option, unless a registration
statement under the Securities Act is in effect with respect to the
shares of Common Stock covered by such option, the Company shall not
be required to issue such shares unless the Committee has received
evidence satisfactory to it to the effect that the holder of such
option is acquiring such shares for investment and not with a view to
the distribution or resale thereof and that such shares may otherwise
be issued without registration under the Securities Act or state
securities laws. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company may,
but shall in no event be obligated to register any securities covered
hereby pursuant to the Securities Act. The Company shall not be
obligated to take any
3
<PAGE> 5
other affirmation action in order to cause the exercise of an option
or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority.
10. No Rights as Stockholder. No optionee shall have rights as a
stockholder with respect to shares covered by his option until the
date of issuance of stock certificate for such shares; and no
adjustment for dividends, or otherwise, shall be made if the record
date therefor is prior to the date of issuance of such certificate.
11. Exchange Approval. If required by any exchange on which the Common
Stock is listed, the grant of any option hereunder shall be subject to
the approval of such exchange and, if such approval is not obtained in
a timely manner as set forth in the stock option agreement related
thereto, such option shall lapse and be null and void.
12. Changes in the Company's Capital Structure. The existence of
outstanding options shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, or
preferred stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of stock dividend, or other
increase or reduction of the number of shares of Common Stock
outstanding, without receiving full compensation therefor in money,
services or property, the (i) the number, class, and per share price
of shares of Common Stock subject to outstanding options hereunder
shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate
cash consideration, the same total number and class of shares as he
would have received had he exercised his option in full immediately
prior to the event requiring the adjustment; and (ii) the number and
class or shares then reserved for issuance under the Plan shall be
adjusted by substituting for the total number and class of shares of
Common Stock then reserved that number and class of shares that would
have been received by the owner of an equal number of outstanding
shares of Common Stock as the result of the event requiring the
adjustment.
After a merger of one or more corporations into the Company, each
holder of an outstanding option shall, at no additional cost, be
entitled upon exercise of such option to receive (subject to any
required action by stockholders) in addition to or in lieu of the
number and class of shares as to which such option shall then be so
exercisable, the number and class of shares of stock or other
securities to which such holder would have been entitled pursuant to
the terms of the agreement of merger if, immediately prior to such
merger, such holder of record of the number of shares of Common Stock
as to which such option was then exercisable.
If the Company is merged into or consolidated with another corporation
under circumstance where the Company is not the surviving corporation,
or if the Company is liquidated, or sells or otherwise disposes of
substantially all its assets to another corporation while unexercised
options remain outstanding under the Plan, (i) subject to the
provisions of clause (iii) below, after the effective date of such
merger, consolidation or sale, as the case may be, each holder of an
outstanding option shall be entitled, upon exercise of such option, to
receive, in lieu of shares of Common Stock, shares of such stock or
other securities as the holders of shares of Common Stock receive
pursuant to the terms of the merger, consolidation or sale; (ii) the
Board may waive any limitations set forth in or imposed pursuant to
Clause 6.4.2 hereof so that all options, from and after a date prior
to the effective date of such merger, consolidation, liquidation or
sale, as the case may be, specified by the Board, shall be exercisable
in full; and (iii) all outstanding options may be canceled by the
Board as of the effective date of any such merger, consolidation,
liquidation or
4
<PAGE> 6
sale provided that (x) notice of such cancellation shall be given to
each holder of an Option and (y) each holder of an Option shall have
the right to exercise such Option in full (without regard to any
limitations set forth in or imposed pursuant to Clause 6.4.2 hereof)
during a 30-day period preceding the effective date of such merger,
consolidation, liquidation or sale.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash, property, or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares of other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the
number, class or price of shares of Common Stock then subject to
outstanding options.
13. Modification, Termination or Amendment of the Plan. The Board may,
insofar as permitted by law, from time to time, with respect to any
shares of Common Stock at the time not subject to options, suspend or
discontinue the Plan in any respect whatsoever. The Board may at any
time amend the Plan as it shall deem advisable without further action
on the part of the stockholders of the Company; provided, that the
Board may not amend the provisions of Clause 5 or Subclause 6.2 more
than once every six (6) months other than to comport with the Internal
Revenue Code of 1986, as amended or the rules thereunder; and provided
further, that any amendment to the Plan must be approved by the
stockholders of the Company if the amendment wold: (i) materially
increase the benefits accruing to participants under the Plan; (ii)
materially increase the number of securities which may be issued under
the Plan; or (iii) materially modify the requirement as to eligibility
for participation in the Plan.
14. Modification, Extension and Renewal of Options. Within the limitations
of the Plan, the Committee may modify, extend or renew outstanding
options or may accept the cancellation of outstanding options (to the
extent not previously exercised) in exchange for the granting of new
options in substitution therefor. Notwithstanding the foregoing, no
modification of an option shall, without the consent of the optionee,
alter or impair his rights or obligations under such option.
15. Date of Adoption. The Plan shall be deemed to have been adopted on
August 10, 1994, if on or prior to December 31, 1994 it shall have
been approved by the holders of a majority of the outstanding shares
of Common Stock present, either in person or by proxy, at a duly
constituted meeting of the holders of Common Stock.
5
<PAGE> 7
IN WITNESS WHEREOF, this Plan is executed this 10th day of August, 1994.
URANIUM RESOURCES, INC.
/s/ Wallace M. Mays, President
------------------------------
Wallace M. Mays, President
ATTEST:
/s/ Thomas H. Ehrlich, Secretary
- --------------------------------
Thomas H. Ehrlich, Secretary
6
<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 104,000 shares of the Company's Common Stock, $0.001 Par
Value (the "Shares") covered by the Uranium Resources, Inc. Amended and
Restated Directors' Stock Option 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 of the Company, the
Bylaws of the Company, the Minutes of the Board of Directors and Resolutions of
the Shareholders of the Company regarding various amendments to the Plan, 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 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
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