UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | March 30, 2012 |
| | Uranium Resources, Inc. | |
| | (Exact name of registrant as specified in its charter) | |
| Delaware | | 0-17171 | | 75-2212772 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| | | | | |
| | | | | |
405 State Highway 121 Bypass, Building A, Suite 110 Lewisville, TX | | | | 75067 |
| (Address of principal executive offices) | | | | (Zip Code) |
| Registrant’s telephone number, including area code: | (972) 219-3330 |
| | Not Applicable | |
| | Former name or former address, if changed since last report | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On March 30, 2012, Uranium Resources, Inc., a Delaware corporation (“URI”) is hereby furnishing a copy of a Letter to Shareholders from Neutron Energy, Inc., relating to the execution of a definitive merger agreement on March 1, 2012, by and among URI, URI Merger Corporation, a Nevada corporation and wholly-owned subsidiary of URI (“Merger Sub”), and Neutron Energy, Inc., a Nevada corporation (“Neutron”) under which Merger Sub will be merged with and into Neutron, with Neutron continuing as the surviving corporation and becoming a wholly-owned subsidiary of URI.
The Letter to Shareholders was mailed to Neutron’s shareholders as part of Neutron’s regular communications with its shareholders, not at the request of URI, and is attached as Exhibit 99.1 hereto. URI undertakes no obligation to update, supplement or amend the materials attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Section 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
Item 8.01 Other Events.
To the extent required, the information included in Item 7.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| | | |
| | Exhibit 99.1: | Letter to Shareholders, dated March 30, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | Uranium Resources, Inc. | |
| | | | | | |
| Dated: March 30, 2012 | | By: | | /s/Thomas H. Ehrlich | |
| | | | | | |
| | | | | Name: Thomas H. Ehrlich | |
| | | | | Title: Vice President and Chief Financial Officer | |
Exhibit Index
Exhibit Number | | Description |
| | | |
| Exhibit 99.1: | | Letter to Shareholder, dated March 30, 2012. |
