Securities Registration: Employee Benefit Plan (s-8)
March 31 2014 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ENERGY FUELS INC.
(Exact
name of registrant as specified in its charter)
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Ontario
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98-1067994
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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225 Union Blvd., Suite 600
Lakewood, CO
80228
(Address of principal executive offices)
ENERGY FUELS INC. 2013 AMENDED AND RESTATED STOCK OPTION
PLAN
(Full titles of plan)
Energy Fuels Resources (USA) Inc.
225 Union
Blvd., Suite 600
Lakewood, CO 80228
(Name and
address of agent for service)
(303) 389-4130
(Telephone number, including
area code, of agent for service)
Copies to:
Richard Raymer
Dorsey &
Whitney LLP
Brookfield Place
161 Bay Street, Suite 4310
Toronto,
Ontario Canada M5J 2S1
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of
the Exchange Act (Check one):
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Large Accelerated Filer [ ]
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Accelerated Filer [x]
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Non-Accelerated Filer [ ]
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Smaller Reporting Company [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be
Registered
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Amount to be Registered
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common shares issuable under the Energy Fuels
Inc. 2013 Amended and Restated Stock Option Plan
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1,968,347
(1)
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$9.65
(2)
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$18,994,549
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$2,447
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TOTAL
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1,968,347
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--
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$18,994,549
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$2,447
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(1)
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Represents the maximum number of common shares of the
Registrant issuable upon exercise of the Options.
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(2)
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The proposed maximum offering price per share and the
registration fee were calculated in accordance with Rule 457(c) and (h)
based on the average high and low prices for the Registrant’s common
shares on March 25, 2014, as quoted on the NYSE
MKT.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering common shares (the “Common Shares”) of Energy Fuels Inc.
(the “Registrant”) pursuant to the exercise of stock options (the “Options”)
under the Energy Fuels Inc. 2013 Amended and Restated Stock Option Plan (the
“Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Act and Note 1 to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Act and Note 1 to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents which have been and will in the future
be filed by us with the SEC are incorporated in this registration statement by
reference:
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(a)
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Our Annual Report on Form 40-F for the year ended
December 31, 2013, filed with the Commission on March 28, 2014;
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(b)
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All other reports filed by our company under Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31,
2013.
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(c)
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The description of our common shares contained in our
Registration Statement on Form 40-F, as filed with the SEC on November 11,
2013, including any amendment or report filed for the purpose of amending
such description.
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In addition, all reports and documents filed by us under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities being offered have
been sold or which deregisters all securities then remaining unsold, and any
Form 6-K furnished by us during such period or portions thereof that are
identified in such Form 6-K as being incorporated by reference into this
registration statement, shall be deemed to be incorporated by reference in and
to be part of this registration statement from the date of filing of each such
document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under the Business Corporation Act (Ontario), the Registrant
may indemnify a director or officer, a former director or officer or another
individual who acts or acted at the Registrant’s request as a director or
officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the Registrant
or other entity on condition that (i) the individual acted honestly and in good
faith with a view to the best interests of the Registrant or, as the case may
be, to the best interests of the other entity for which the individual acted as
a director or officer or in a similar capacity at the Registrant’s request, and
(ii) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the individual had reasonable grounds for
believing that his conduct was lawful. Further, the Registrant may, with court
approval, indemnify a person described above in respect of an action by or on
behalf of the Registrant or other entity to obtain a judgment in its favor, to
which the individual is made a party because of the individual’s association
with the Registrant or other entity, against all costs, charges and expenses
reasonably incurred by the individual in connection with such action if the
individual fulfills conditions (i) and (ii) above. An individual as described
above is entitled to indemnification from the Registrant as a matter of right if
the individual was not judged by a court or other competent authority to have
committed any fault or omitted to do anything the individual ought to have done,
and he fulfills conditions (i) and (ii) above.
In accordance with the Business Corporation Act (Ontario), the
by-laws of the Registrant provides that the Registrant shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the Registrant's request as a director or officer, or an individual acting in
a similar capacity, of another entity, and such person's heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal, administrative, investigative or
other proceeding in which the individual is involved because of that association
with the Registrant or other entity, provided that (i) (a) the individual acted
honestly and in good faith with a view to the best interests of the Registrant
or, as the case may be, to the best interest of the other entity for which the
individual acted as a director or officer or in a similar capacity at the
Registrant’s request; and (ii) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, the person had
reasonable grounds for believing that the individual's conduct was lawful.
A policy of directors' and officers' liability insurance is
maintained by the Registrant which insures directors and officers for losses as
a result of claims against the directors and officers of the Registrant in their
capacity as directors and officers and also reimburses the Registrant for
payments made pursuant to the indemnity provisions under the by-laws of the
Registrant and the Business Corporation Act (Ontario).
Insofar as indemnification for liabilities arising under the
U.S. Securities Act, may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the U.S. Securities Act, and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits included as part of this registration
statement is set forth in the Exhibit Index to this registration statement.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lakewood, State of Colorado, United States of America
on March 28, 2014.
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ENERGY FUELS INC.
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/s/ Stephen P. Antony
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Name:
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Stephen P. Antony
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Title:
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Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/ Daniel G. Zang
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Name:
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Daniel G. Zang
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Title:
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Stephen P. Antony and Daniel G. Zang as his attorney-in-fact, with the
power of substitution, for them in any and all capacities, to sign any
amendments to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Stephen P. Antony
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Chief Executive Officer and Director
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March 28, 2014
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Stephen P. Antony
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/s/ Daniel G. Zang
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Chief Financial Officer
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March 28, 2014
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Daniel G. Zang
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Non-Executive Chairman of the Board,
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/s/ J. Birks Bovaird
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Director
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March 28, 2014
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J. Birks Bovaird
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/s/ Paul A. Carroll
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Director
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March 28, 2014
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Paul A. Carroll
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/s/ W. Robert Dengler
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Director
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March 28, 2014
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W. Robert Dengler
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/s/ Lawrence A. Goldberg
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Director
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March 28, 2014
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Lawrence A. Goldberg
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/s/ Mark E. Goodman
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Director
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March 28, 2014
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Mark E. Goodman
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/s/ Bruce D. Hanson
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Director
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March 28, 2014
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Bruce D. Hansen
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/s/ Ron F. Hochstein
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Director
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March 28, 2014
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Ron F. Hochstein
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/s/ Steven N. Khan
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Director
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March 28, 2014
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Steven N. Khan
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/s/ Tae Hwan Kim
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Director
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March 28, 2014
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Tae Hwan Kim
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/s/ Richard J.
Patricio
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Director
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March 28, 2014
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Richard J. Patricio
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
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/s/ David C. Frydenlund
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Authorized Representative
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March 28, 2014
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David C. Frydenlund
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in the United States
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