URANIUM ENERGY CORP. Form S-8
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED
URANIUM
ENERGY CORP.
(Exact
name of small business issuer as specified in its charter)
|
NEVADA
|
98-0399476
|
|
(State
or other jurisdiction of
incorporation of organization)
|
(I.R.S.
Employer Identification No.)
|
Austin
Centre
710
Brazos, Suite 500 PMB#
Austin,
Texas 78701
(Address
of Principal Executive Offices)
n/a
(Former
name, address and fiscal year, if
changed
since last report)
2005
Stock Option Plan for Uranium Energy Corp.
(Full
title of the plan)
Diane
D.
Dalmy
Attorney
at Law
8965
W.
Cornell Place
Lakewood,
Colorado 80227
(Name
and
address of agent for service)
303.985.9324
(Telephone
number, including area code,
of
agent
for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities To be
Registered
|
Amount
to be Registered
|
Proposed
maximum
offering
price per share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
Stock
|
1,500,000
|
$1.00
(1)
|
$1,500,000
(2)
|
$160.50
|
(1)
Estimated
solely for the purpose of computing the registration fee pursuant to Rule
457(c)
and (h) under the Securities Act of 1933, as amended. The Proposed Maximum
Offering Price per Share was determined by the Board of Directors and set
contractually. As of the date of this Registration Statement, an aggregate
of
6,510,000 stock options have been granted, 1,500,000 stock options have
been
exercised, and 5,010,000 stock options remain issued and outstanding.
(2)
This
Registration Statement relates to such indeterminate number of additional shares
of Common Stock of Uranium Energy Corp. (the "Company") as may be issuable
as a
result of stock splits, stock dividends or similar transactions.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents, filed with or furnished to the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:
(i)
the
latest annual report of the Company filed on Form 10-KSB pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(ii)
all
other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
on
Form 10-K referred to in (a) above.
(iii)
the
registration statement of the Company filed on Form 10-SB pursuant to Section
12(g) of the Exchange Act.
(iv)
The
description of securities which is contained in the registration statement
on
Form 10-SB filed by the Company pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description
All
documents subsequently filed by the Company pursuant to Section 13(a), 13(c),
14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which either indicates that all securities offered have been sold or deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing 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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this
prospectus.
ITEM
4. DESCRIPTION OF SECURITIES.
The
class
of securities to be offered is registered under Section 12 of the Exchange
Act.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The
validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place, Lakewood,
Colorado 80227.
None
of
the experts named in the Registration Statement as having prepared or certified
a report or counsel for the Company named in the Registration Statement as
having given an opinion upon the validity of the securities being registered
or
upon other legal matters in connection with the registration of offering of
such
securities have or will receive in connection with the offering a substantial
interest, direct or indirect, in the Company or its subsidiary, if any, nor
was
connected with the Company or its subsidiary, if any, as a promoter, managing
underwriter, voting trustee, director, officer or employee.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section
78.7502 of the Nevada Revised Statutes contains provisions for indemnification
of the officers and directors of the Company. Nevada law provides for
indemnification (which may eliminate any personal liability of a director to
the
Company or its shareholders for monetary damages for gross negligence or lack
of
care in carrying out the director's fiduciary duties) if a director or officer
acts in good faith in a manner reasonably believed to be in, or not opposed
to,
the best interests of the Company. A director or officer may be indemnified
as
to any matter in which he successfully defends himself.
The
officers and directors of the Company are accountable to the shareholders of the
Company as fiduciaries, which means such officers and directors are required
to
exercise good faith and integrity in handling the Company's affairs.
A
shareholder may be able to institute legal action on behalf of himself and
all
other similarly situated shareholders to recover damages where the Company
has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit
to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to
a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale
of
any securities, may be able to recover such losses from the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the 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 Company of expenses incurred or paid by a director, officer
or
controlling person of the Company in the successful defense or any action,
suit
or proceeding) is asserted by such director, officer or controlling person
in
connection with the securities being registered, the Company will, unless in
the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The
Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.
At
present, there is no pending litigation or proceeding involving a director
or
executive officers of the Company as to which indemnification is being sought.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
In
the
event certain Stock Options issued under the Stock Option Plan are not
registered pursuant to this Registration Statement, the shares of Common Stock
to be issued pursuant to an exercise of such Stock Option shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer"
or
"sale".
In
such
event, each optionee, as a condition of exercise, shall represent, warrant
and
agree in a form of written certificate approved by the Company that (i) all
shares of Common Stock are being acquired solely for his own account and not
on
behalf of any other person or entity; (ii) no shares of Common Stock will be
sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if
he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy
of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.
ITEM
8. EXHIBITS
The
following documents are filed as exhibits to this Registration Statement:
5.1
Opinion of Diane D. Dalmy, as counsel to the Company, regarding the legality
of
the securities being registered.
23.1
Consent of Diane D. Dalmy, as counsel to the Company, included in the Opinion
as
exhibit 5.1.
23.2
Consent of Dale Matheson Carr-Hilton LaBonte as independent public accountants.
99.1
2005
Stock Option Plan.
ITEM
9. UNDERTAKINGS.
The
undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given
a
copy of the registrant's annual report to stockholders for its last fiscal
year,
unless such employee otherwise has received a copy of such report, in which
case
the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
The
undersigned registrant hereby undertakes to transmit or cause to be transmitted
to all employees participating in the plan who do not otherwise receive such
material as stockholders of the registrant, at the time and in the manner such
material is sent to its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders generally.
The
undersigned registrant hereby undertakes (i) to file, during any period in
which
offers or sales are being made, a post-effective amendment to this Registration
Statement, if applicable, 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)
that, for the purpose of determining any liability under the Securities Act
of
1933, as amended, 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; and (iii) 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 Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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 or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blaine, State of Washington, on April 19, 2006.
URANIUM
ENERGY CORP.
|
By:
/s/ Amir Adnani
Amir
Adnani, President/Chief
Executive
Officer and
Director
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacity and on the
date indicated.
Signature Title Date
/s/
Randall Reneau Chief
Exploration
Officer/Director
April
19, 2006
Randall
Reneau
/s/
Johnathan Lindsay Secretary April
19, 2006
Johnathan
Lindsay
/s/
Harry Anthony Director April
19,
2006
Harry
Anthony
/s/
D. Bruce Horton Chief
Financial
Officer/ Director April
19, 2006
D.
Bruce Horton
/s/
Steve Jewett Director April
19,
2006
Steve
Jewett
/s/
Alan Lindsay Director April
16,
2006
Alan
Lindsay