<PAGE> 1
As filed with the Securities and Exchange Commission on March 10, 1997
Registration No. 333-01371
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
972/387-7777
(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
972/387-7777
(Name, address and telephone number of agent for service)
Copies to:
Alfred C. Chidester, Esq.
Baker & Hostetler LLP
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.
<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 462(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(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 535,000 shs. $9 11/16 $5,182,813 $1,788
($.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.
(1) Previously Paid
---------------------------------
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
535,000 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 holders
thereof (the "Selling Stockholders"), 535,000 presently outstanding shares (the
"Shares") of the Company's common stock, par value $.001 per share (the "Common
Stock"). See "Selling Stockholders." 500,000 of the Shares were issued upon
the partial exercise on December 26, 1995 of warrants (the "Lindner Warrants")
issued on May 25, 1995 at an exercise price of $4.00 per share. 35,000 shares
were transferred from treasury shares on May 25, 1995 to Grant Bettingen, Inc.,
a California corporation ("GBI"), in consideration of GBI's assistance in the
Company's efforts to raise capital. In connection with such issuances, the
Company granted certain registration rights to the Selling Stockholders. 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
$18,188. The Company intends to keep the registration statement, of which this
Prospectus is a part, effective for a period of at least 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 27, 1997, the
last reported sale price of the Common Stock on the Nasdaq National Market was
$7.25 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 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 Stockholders 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."
-------------------------
March 10, 1997
<PAGE> 4
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.
In addition, the Commission maintains a web site that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission. The Company is such a filer. The
Commission's web site address is (http:\\www.sec.gov).
-2-
<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, 1995, including the Company's Form 10-K/A dated
May 21, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996.
(d) The Company's Form 8-K dated August 1, 1996.
(e) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996, including the Company's Form
10-Q/A-1 dated December 13, 1996 and the Company's Form 10-Q/A-2 dated
February 25, 1997.
(f) The Company's Form 8-K dated December 13, 1996.
(g) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A (Registration No. 0-
17171), as amended, 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 (972) 387-7777.
-3-
<PAGE> 6
RISK FACTORS
Except for historical information contained in this Prospectus, the
matters discussed herein contain forward-looking statements, including
management's expectations regarding the Company's reserve base, timing of
receipt of mining permits, production capacity of mining operations planned for
properties in South Texas and New Mexico and planned dates for commencement of
production at such properties. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may differ from
management's expectations. Key factors impacting current and future operations
of the Company include the factors discussed below.
Prospective investors should consider carefully the following factors in
addition to the other information contained in this Prospectus before making an
investment in the Common Stock offered hereby.
CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS
An ISL mining operation requires a substantial amount of capital prior
to the commencement of, and in connection with, production of uranium,
including costs related to acquiring the rights to mine uranium, securing
regulatory permits and licenses, exploration and definitional drilling to
determine the underground configuration of the ore body, designing and
constructing the uranium processing plant, drilling and developing in order to
establish the infrastructure for the production wells for each wellfield and
complying with financial surety requirements established by various regulatory
agencies regarding the future restoration and reclamation activities for each
property.
Capital expenditures for the Company's two producing properties from
October 1, 1996 through the end of 1997 are expected to be $13.3 million and
$3.6 million during 1998. Capital expenditures (excluding bonding requirements)
for the Company's development properties in South Texas are expected to be $7.3
million from October 1, 1996 through the end of 1997 and $10.2 million during
1998. Capital costs (excluding bonding requirements) for the Company's
Churchrock property in New Mexico are expected to be $12.5 million from October
1, 1996 through the end of 1997 and $7.3 million during 1998. The Company
expects to fund some of these capital requirements from cash flow from
operations and the proceeds of the sale of 2,000,000 shares of common stock in
December 1996. However, the majority of the capital requirements at these
projects for 1997 and 1998 will require additional sources of capital. There
can be no assurance that the Company will raise sufficient capital to fund
these capital requirements.
POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS
The development and production of uranium is subject to extensive
governmental regulations that materially affect the economics of the Company's
operations and the timing of project
-4-
<PAGE> 7
development. To produce uranium, the Company must secure and maintain multiple
permits, obtain adequate water rights and comply with extensive federal, state
and potential tribal regulations for environmental protection, 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 byproduct material and
solid wastes generated by the Company's uranium mining and processing
activities. 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 or
byproduct material. However, should the Company be unable to obtain or maintain
permits or water rights for development of its properties or otherwise fail to
adequately handle future environmental issues, the Company's operations could
be materially and adversely affected by expenditures or delays in the Company's
ability to initiate or continue production at its properties.
The Company must obtain all necessary permits from the appropriate
governmental agency before it can commence production at any of its development
properties. The Company's future production is highly dependent on its ability
to bring these development properties into production. Applications for
permitting of certain of these properties have been filed. There can be no
assurances that all the necessary permits will be obtained or that such permits
will be obtained in a timely manner. Any significant delays in obtaining the
necessary permits could have a material adverse effect upon the Company and its
developmental plans for these properties.
The Company has expended significant resources, both financial and
managerial, to comply with environmental protection laws, regulations and
permitting requirements and anticipates that it will be required to continue to
do so in the future. Although the Company believes its producing properties
comply in all material respects with all relevant permits, licenses and
regulations pertaining to worker health and safety as well as those pertaining
to the environment, the historical trend toward stricter environmental
regulation may continue. The uranium industry is subject to not only the worker
health and safety and environmental risks associated with all mining
businesses, but also to additional risks uniquely associated with uranium
mining and processing. The possibility of more stringent regulations exists in
the areas of worker health and safety, the disposal of wastes and byproduct
material, the decommissioning, decontamination and reclamation of mining,
milling, refining and conversion sites, and other environmental matters, each
of which could have a material adverse effect on the costs or the viability of
a particular project.
The Company is required to provide financial surety to state
environmental agencies for plugging wells, groundwater restoration and site
decommissioning, decontamination and reclamation. The Company estimates that
its current restoration, decommissioning, decontamination and reclamation costs
are approximately $3.7 million, which amount the Company has accrued as a
liability on its financial statements. The Company satisfied its financial
surety requirements imposed by environmental regulators with surety bonds
totalling approximately $5.6 million at December 2, 1996, one-half of which is
collateralized by the Company with cash. The Company anticipates that its
future financial surety requirements will
-5-
<PAGE> 8
increase significantly as production from the Company's producing sites
continues and as future development and production occurs at additional sites
in Texas and New Mexico. The amount of the financial surety for each producing
property is subject to annual review and revision by regulators. There can be
no assurance that the Company will have sufficient capital to meet these future
financial surety obligations.
RESERVE ESTIMATES
While the uranium reserve estimates of the Company have been affirmed
and verified by Douglas International, Inc., such uranium reserve estimates are
necessarily imprecise and depend to some extent on statistical inferences drawn
from limited drilling, which may prove unreliable; and there can be no
assurance that the indicated level of recoveries will be realized. Should the
Company encounter mineralization or formations at any of its mines or projects
different from those predicted by drilling, sampling and similar examinations,
uranium reserve estimates may have to be adjusted and mining plans may have to
be altered in a way that could adversely affect the Company's operations.
Moreover, short-term operating factors relating to the uranium reserves, such
as the need for sequential development of ore bodies and the processing of new
or different uranium grades, may adversely affect the Company's profitability
in any particular accounting period.
NEED TO REPLACE RESERVES
The Company's producing uranium mines are, in general, characterized by
a series of individual wellfields that produce at differing declining
production rates. Each wellfield's production decline rate depends on ore
reserve characteristics, and, in the case of the Company, varies from a steep
decline rate of six months, to a relatively slow production decline rate of
eighteen months. The Company's future uranium reserves and production, and
therefore cash flow and income, are highly dependent upon the Company's level
of success in exploiting its current reserves and acquiring or developing
additional reserves. Reserves at the Company's currently producing sites are
expected to be depleted in 1999, although there is the potential for developing
additional wellfields at Kingsville Dome. There can be no assurance that the
Company's development properties will be placed into production or that the
Company will be able to continue to find and develop or acquire additional
reserves.
COMPETITION
There is global competition in the uranium industry for mineral
properties, capital, customers and the employment and retention of qualified
personnel. In the production and marketing of uranium concentrates there are
approximately 15 major uranium-producing entities, some of which are government
controlled and some of which are significantly larger and better capitalized
than the Company.
-6-
<PAGE> 9
The Company competes with larger producers in Canada, Australia and
Africa, as well as with other U.S. ISL producers of uranium and other producers
that recover uranium as a by-product of other mineral recovery processes. The
Company also expects to compete with uranium recovered from the de-enrichment
of highly enriched uranium obtained from the dismantlement of U.S. and Russian
nuclear weapons and sold in the market by the United States Enrichment
Corporation and/or the United States Department of Energy, as well as from
imports to the United States of uranium from the CIS. The amount of uranium
produced by competitors or imported into the United States may have a material
impact on uranium prices.
URANIUM PRICE VOLATILITY
The Company's earnings are dependent on the price of uranium, which is
determined primarily by global supply and demand and by the relationship of
that price to the Company's costs of production. Historically, uranium prices
have been subject to fluctuation, and the price of uranium has been and will
continue to be affected by numerous factors beyond the Company's control,
including the demand for nuclear power, political and economic conditions, and
governmental legislation in uranium producing and consuming countries and
production levels and costs of production of other producing companies. Certain
of the Company's current long- and medium-term contracts have pricing
mechanisms related to spot market prices. In recent years, prior to 1996,
imports of uranium, including imports of uranium from the CIS, have resulted in
significant downward pressure on uranium prices.
The spot market price for uranium has strengthened appreciably since
January 1995. Prices have risen from $9.65 per pound as of January 31, 1995 to
$16.50 per pound as of May 31, 1996. The spot price as of January 31, 1997 was
$14.25 per pound. 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 the current
level.
URANIUM CONTRACTS PROFITABILITY
As of September 30, 1996, the Company had contracts for delivery of an
estimated 4.7 million pounds of uranium (exclusive of 270,000 pounds of Russian
uranium sales made pursuant to the matched sales program) to domestic utilities
from October 1, 1996 through 2002. Profitability to the Company on these
deliveries will depend on the cost of producing uranium at the Company's mining
properties, the Company's ability to produce uranium to meet its sales
commitments and the spot market price of uranium.
LIMITED MARKET; DEPENDENCE ON A FEW CUSTOMERS
The Company's primary source of revenue is derived from its sale of
uranium to U.S. nuclear power plants. Uranium's only current commercial use is
as fuel for nuclear powered reactors. Accordingly, the Company's present and
potential customers are electric utilities that operate nuclear power plants.
The United States is the world's largest producer of nuclear-generated
-7-
<PAGE> 10
electricity. As of December 1996, there were 109 nuclear units in the U.S.
which generated approximately 22.5% of the country's total electricity in 1995.
Currently, there are no new nuclear power plants under construction in the U.S.
As of December 31, 1995, there were 363 nuclear power plants in the Western
World, with 32 power plants being constructed in parts of the world other than
the U.S. There can be no assurance that the Company can continue to compete
successfully for such customers.
A significant portion of the Company's contracted sales of uranium from
October 1, 1996 through December 31, 2002 are represented by nine long-term
contracts with eight different customers, three of which represent 26%, 15% and
13% of sales for the nine months ended September 30, 1996 and four of which
represented 23%, 14%, 10% and 10% of sales for the year ended December 31,
1995. The loss of any of these customers or curtailment of purchases by such
customers could have a material adverse effect on the Company's financial
condition and results of operations.
COMPETITION FROM ALTERNATIVE ENERGY SOURCES AND PUBLIC ACCEPTANCE OF NUCLEAR
ENERGY
Nuclear energy competes with other sources of energy, including oil and
gas, coal and hydro-electricity. These alternative energy sources are to some
extent interchangeable with nuclear energy, particularly over the longer term.
Lower prices of oil, gas, coal and hydro-electricity for an extended period of
time, as well as the possibility of developing in the future other low cost
sources for energy, have made and could continue to make nuclear power a less
attractive fuel source for the generation of electricity, thus resulting in
lower demand for uranium. Furthermore, the growth of the uranium and nuclear
power industry beyond or maintenance at its current level will depend upon
continued and increased acceptance of nuclear technology as a means of
generating electricity. Because of unique political, technological and
environmental factors that affect the nuclear industry, the industry is subject
to public opinion risks which have and could continue to have an adverse impact
on the demand for nuclear power and increase the regulation of the nuclear
power industry.
POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY
During 1994, the Company encountered liquidity problems that resulted in
the Company entering into certain transactions with companies controlled by
Oren L. Benton (the "Benton Companies"). On February 23, 1995, Benton and
various of the Benton Companies filed for protection under Chapter 11 of the
Federal Bankruptcy Code (the "Benton Bankruptcy"). The Benton Bankruptcy could
cause a review of certain transactions entered into by the Company with the
Benton Companies. Such a review could potentially result in claims against the
Company that could have a material adverse affect on the Company. The Company
is unable to assess what adverse consequences, if any, might result from such
review.
-8-
<PAGE> 11
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 ISL mining industry. The number of individuals with ISL experience is
small. The continued success of the Company is 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 effect on the Company's business
operations and prospects. The Company has not entered into employment contracts
with or purchased key man life insurance for any of these individuals.
MINING RISKS AND INSURANCE
The business of uranium mining generally is subject to a number of risks
and hazards, including environmental hazards, industrial accidents, flooding,
interruptions due to weather conditions and other acts of nature. Such risks
could result in damage to or destruction of the Company's wellfield
infrastructure and production facilities, as well as to adjacent properties,
personal injury, environmental damage and processing and production delays,
causing the Company monetary losses and possible legal liability. While the
Company maintains, and intends to continue to maintain, liability, property
damage and other insurance consistent with industry practice, no assurance can
be given that such insurance will continue to be available, be available at
economically acceptable premiums or be adequate to cover any resulting
liability.
LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK
As of September 30, 1996, approximately 78.3% (6,899,518 shares) of the
Company's outstanding Common Stock was freely transferable without restriction
in the United States. For the nine months ended September 30, 1996, the average
weekly volume of trading of the Common Stock on the Nasdaq National Market was
85,666 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.
CONTROL BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Lindner Growth Fund, the Lindner Dividend Fund, and Lindner Investments
(on behalf of Lindner Bulwark Fund ("Bulwark")) (collectively, the "Lindner
Group") are separate series of Lindner Investments, a Massachusetts business
trust that is a registered investment company, and
-9-
<PAGE> 12
may be deemed collectively to be 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 who own beneficially 250,000 outstanding shares of the
Company's common stock, over which Ryback has discretionary authority to vote
and dispose of such shares.
The Lindner Group owns an aggregate of 1,650,525 shares of the
outstanding Common Stock or 15.3% of the outstanding Common Stock and has the
right to acquire an additional 1,500,000 shares upon conversion of certain
convertible debt and 1,000,000 shares upon the exercise of certain outstanding
warrants. Assuming the convertible debt is fully converted and the warrants are
fully exercised, the Lindner Group would own 4,150,525 shares or 38.4% of the
outstanding Common Stock. In addition, the Lindner Group has the right to
nominate two individuals for election to the Company's Board of Directors.
Executive officers and directors of the Company own approximately 4.5%
of the outstanding Common Stock. The Company's Option Plans provide for the
acceleration of the vesting and exercisability of stock options thereunder
under certain circumstances, including in the event of a change in control of
the Company. In the event all such options were exercised by the Company's
executive officers and directors, the Company's executive officers and
directors would beneficially own approximately 15.8% of the Common Stock.
Assuming the conversion of the convertible debt and the exercise of all
outstanding stock options and warrants, the Company's executive officers and
directors, together with the Lindner Group, would beneficially own 38.5% of the
Common Stock and, therefore, could exercise substantial influence over the
Company's affairs, which may have an anti-takeover effect. If the acquisition
of properties from Santa Fe is consummated, Santa Fe will own 1,200,000 shares
of Common Stock or 10.0% of the outstanding Common Stock. Such ownership by the
Company's principal shareholders, executive officers and directors may have the
effect of delaying, deferring, preventing or facilitating a change in control
of the Company.
DELAWARE ANTI-TAKEOVER LAWS
The Company is subject to Delaware statutes regulating business
combinations and restricting voting rights of certain persons acquiring shares
of the Company, which may hinder or delay a change of control in the Company
and may have an anti-takeover effect. Such statutes may have the effect of
delaying or making a change of the control of the Company more difficult to
effect.
SHARES ELIGIBLE FOR FUTURE SALE
The sale, or availability for sale, of substantial amounts of Common
Stock in the public market may adversely affect the prevailing market price of
Common Stock and may impair the Company's ability to raise additional capital
by the sale of its equity securities. At December 31,
-10-
<PAGE> 13
1996, the Company had 10,813,027 shares of Common Stock outstanding, of which
486,850 shares were held by executive officers and directors of the Company. At
December 31, 1996, approximately 8,899,518 shares were freely transferable
without restriction in the United States. The Company believes that the balance
of such shares (approximately 1,913,509 shares) will be freely transferable
without restriction in the United States subject to compliance with the
provisions of Rule 144 under the Securities Act.
In addition, at December 31, 1996, approximately 893,441 shares of
Common Stock were reserved for issuance upon the exercise of outstanding
options granted under the Company's Option Plans; 350,000 shares of Common
Stock may be issued upon the exercise of the Non-Plan Options; 1,052,000 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 convertible debt. The resale of all 3,795,441 of the
foregoing shares are covered by current registration statements or are subject
to the rights of the holders of the warrants or options to demand registration
upon the exercise of such warrants or options. The holders of the convertible
debt and of the warrants covering 1,000,000 shares also have piggyback
registration rights.
The Company's directors and executive officers, Ryback and the Lindner
Group have agreed that for a period of 90 days from December 23, 1996 they will
not, without the prior written consent of EVEREN Securities, Inc., directly or
indirectly offer for sale, sell, contract to sell or otherwise dispose of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for shares of Common Stock.
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 (972) 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.
-11-
<PAGE> 14
SELLING STOCKHOLDERS
The following table sets forth as of February 27, 1997, the names of the
Selling Stockholders, 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 Stockholders 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 Stockholders that are offered
for sale by this Prospectus and the number of shares of Common Stock to be held
by such Selling Stockholders 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>
Name and Relationship Number of Shares of Maximum Number of Shares Number of Shares of Common
to Company if any(1) Common Stock Owned to be Sold Pursuant to Stock to be Held Assuming Sale
---------------------- as of February 27, 1997 this Offering of all the Shares 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.
(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 Stockholders. The distribution of the Shares by the
Selling Stockholders 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 Stockholders 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
Stockholders 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
-12-
<PAGE> 15
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 Stockholders 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 Stockholders.
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 Stockholders, as will the costs of legal counsel for the Selling
Stockholders. The Selling Stockholders 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 Stockholders, 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 LLP.
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.
The Company's uranium reserves have been affirmed and verified by the
independent geological consulting firm of Douglas International, Inc. and are
included herein in reliance upon the authority of said firm as experts in such
matters.
-13-
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Not amended.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not amended.
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).
23.3 Consent of Independent Geological Consultants.
*Previously filed
ITEM 17. UNDERTAKINGS.
Not amended.
II-1
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 1 to Registration Statement No. 333-01371 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, as of this 7th day of March, 1997.
URANIUM RESOURCES, INC.
By: /s/ PAUL K. WILLMOTT
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 333-01371 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 Chief Executive Officer, March 7, 1997
- --------------------------------------------- President and Director
Paul K. Willmott (Principal Executive
Officer)
* /s/ THOMAS H. EHRLICH Chief Financial Officer March 7, 1997
- -------------------------------------------- (Principal Financial
Thomas H. Ehrlich and Accounting Officer)
* /s/ LELAND O. ERDAHL Director March 7, 1997
- ---------------------------------------------
Leland O. Erdahl
* /s/ GEORGE R. IRELAND Director March 7, 1997
- ---------------------------------------------
George R. Ireland
* /s/ JAMES B. TOMPKINS Director March 7, 1997
- ----------------------------------------------
James B. Tompkins
*By: /s/ PAUL K. WILLMOTT
---------------------------------------
Paul K. Willmott
As power of attorney
</TABLE>
II-2
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
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).
23.3 Consent of Independent Geological Consultants.
</TABLE>
*Previously filed
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated February 28, 1996, included in the company's
1995 Form 10-K, into the company's previously filed Registration Statements on
Form S-8 File Nos. 333-05617, 333-00405, 333-00403 and 333-00349, and the
company's previously filed Registration Statements on Form S-3 File Nos. 333-
05619 and 333-01371.
/s/ Arthur Andersen LLP
Dallas, Texas
March 7, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT GEOLOGICAL CONSULTANTS
As independent geological consultants, 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/ Douglas International, Inc.
Morrison, Colorado
February 28, 1997
