UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 | 98-1067994 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) | |
225 Union Blvd., Suite 600
Lakewood, CO 80228
(Address of principal executive offices)
ENERGY FUELS INC. 2015 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN
(Full title 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 [ ] | Accelerated Filer [X] | Non-Accelerated Filer [ ] | Smaller Reporting Company [ ] |
CALCULATION OF REGISTRATION FEE
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Title of Each Class 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 shares issuable under the Energy Fuels Inc. 2015 Omnibus Equity Incentive Compensation Plan | 3,407,551 (1) | 2/4/2002 | $6,951,405 | $806 |
| TOTAL | 3,407,551 | -- | $6,951,405 | $806 |
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| (1) | Represents additional common shares (the “Common Shares”) of Energy Fuels Inc. (the “Registrant”) reserved for issuance upon exercise or redemption of awards under the Energy Fuels Inc. 2015 Omnibus Equity Incentive Compensation Plan (the “Plan”). |
| (2) | 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 Common Shares on March 27, 2017, as quoted on the NYSE MKT. |
EXPLANATORY NOTE UNDER GENERAL INSTRUCTION E –
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, the registrant, Energy Fuels Inc. (the “Registrant”), is filing this registration statement (the “Registration Statement”) to register an additional 3,407,551 common shares, no par value (the “Common Shares”), issuable under its 2015 Omnibus Equity Incentive Compensation Plan (the “Plan”). On June 24, 2015, the Registrant filed a registration statement on Form S-8 (File No. 333-205182) (the “Original Registration Statement) to register 4,504,598 Common Shares for issuance under the Plan. The contents of the Original Registration Statement are hereby incorporated into this Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Item 3. | Incorporation Of Documents By Reference. |
The following documents which have been and will in the future be filed by the Registrant with the United States Securities and Exchange Commission (the “SEC”) are incorporated into this Registration Statement by reference:
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| | (a) | Our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 10, 2017
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| | (b) | All other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2016. |
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| | (c) | The description of the 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. |
All reports filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K under the 1934 Act shall not be incorporated by reference into this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also 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 Registration Statement.
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| Number | Exhibit |
| 4.1 | Energy Fuels Inc. 2015 Omnibus Equity Incentive Compensation Plan (Incorporated by reference from Exhibit 4.1 from the Original Registration Statement) |
| 5.1 | Opinion of Borden Ladner Gervais LLP |
| 23.1 | Consent of Borden Ladner Gervais LLP (Included in Exhibit 5.1) |
| 23.2 | Consent of KPMG LLP, Independent Registered Public Accountants |
| 23.3 | Consent of Roscoe Postle Associates Inc. |
| 23.4 | Consent of William E. Roscoe |
| 23.5 | Consent of Douglas H. Underhill |
| 23.6 | Consent of Thomas C. Pool |
| 23.7 | Consent of Robert Michaud |
| 23.8 | Consent of Stuart E. Collins |
| 23.9 | Consent of Mark B. Mathisen |
| 23.10 | Consent of Harold R. Roberts |
| 23.11 | Consent of David A. Ross |
| 23.12 | Consent of Peters Geosciences |
| 23.13 | Consent of Douglas C. Peters |
| 23.14 | Consent of BRS Inc. |
| 23.15 | Consent of Douglas L. Beahm |
| 23.16 | Consent of W. Paul Goranson |
| 23.17 | Consent of Douglass Graves |
| 23.18 | Consent of Richard White |
| 23.19 | Consent of Don R. Woody |
| 23.20 | Consent of Trec, Inc. |
| 23.21 | Consent of Woody Enterprises |
| 23.22 | Consent of Allan Moran |
| 23.23 | Consent of Frank A. Daviess |
| 23.24 | Consent of SRK Consulting (U.S.) INC. |
| 23.25 | Consent of Christopher Moreton |
| 24.1 | Power of Attorney (See Signature Pages) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 31, 2017.
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| ENERGY FUELS INC. |
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| /s/Stephen P. Antony |
| Name: | Stephen P. Antony |
| Title: | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
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| /s/Daniel G. Zang |
| Name: | Daniel G. Zang |
| Title: | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
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 | | Title | Date |
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| /s/Stephen P. Antony | | Chief Executive Officer and Director | March 31, 2017 |
| Stephen P. Antony | | | |
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| /s/Daniel G. Zang | | Chief Financial Officer | March 31, 2017 |
| Daniel G. Zang | | (Principal Financial and Accounting Officer) | |
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| /s/Glenn Catchpole | | Director | March 31, 2017 |
| Glenn Catchpole | | | |
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| /s/Dennis Higgs | | Director | March 31, 2017 |
| Dennis Higgs | | | |
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| /s/J. Birks Bovaird | | Director | March 31, 2017 |
| J. Birks Bovaird | | | |
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| /s/Bruce D. Hansen | | Director | March 31, 2017 |
| Bruce D. Hansen | | | |
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| /s/Ames Brown | | Director | March 31, 2017 |
| Ames Brown | | | |
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| /s/Ron F. Hochstein | | Director | March 31, 2017 |
| Ron F. Hochstein | | | |
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| /s/Paul A. Carroll | | Director | March 31, 2017 |
| Paul A. Carroll | | | |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
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| /s/David C. Frydenlund | | Authorized Representative | March 31, 2017 |
| David C. Frydenlund | in the United States | |
EXHIBIT INDEX
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| Number | Exhibit |
| 4.1 | Energy Fuels Inc. 2015 Omnibus Equity Incentive Compensation Plan (Incorporated by reference from Exhibit 4.1 from the Original Registration Statement) |
| 5.1 | Opinion of Borden Ladner Gervais LLP |
| 23.1 | Consent of Borden Ladner Gervais LLP (Included in Exhibit 5.1) |
| 23.2 | Consent of KPMG LLP, Independent Registered Public Accountants |
| 23.3 | Consent of Roscoe Postle Associates Inc. |
| 23.4 | Consent of William E. Roscoe |
| 23.5 | Consent of Douglas H. Underhill |
| 23.6 | Consent of Thomas C. Pool |
| 23.7 | Consent of Robert Michaud |
| 23.8 | Consent of Stuart E. Collins |
| 23.9 | Consent of Mark B. Mathisen |
| 23.10 | Consent of Harold R. Roberts |
| 23.11 | Consent of David A. Ross |
| 23.12 | Consent of Peters Geosciences |
| 23.13 | Consent of Douglas C. Peters |
| 23.14 | Consent of BRS Inc. |
| 23.15 | Consent of Douglas L. Beahm |
| 23.16 | Consent of W. Paul Goranson |
| 23.17 | Consent of Douglass Graves |
| 23.18 | Consent of Richard White |
| 23.19 | Consent of Don R. Woody |
| 23.20 | Consent of Trec, Inc. |
| 23.21 | Consent of Woody Enterprises |
| 23.22 | Consent of Allan Moran |
| 23.23 | Consent of Frank A. Daviess |
| 23.24 | Consent of SRK Consulting (U.S.) INC. |
| 23.25 | Consent of Christopher Moreton |
| 24.1 | Power of Attorney (See Signature Pages) |
