Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL ISOTOPES INC.
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(Exact Name of Registrant as Specified in its Charter)
Texas 74-2763837
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Steve T. Laflin, President
4137 Commerce Circle, Idaho Falls, Idaho 83401
(208) 524-5300
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(Address and Telephone Number of Principal Executive Offices,
Including Zip Code)
International Isotopes Inc.
Employee Stock Purchase Plan
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(Full Title of the Plan)
Curtis Ashmos
3400 JP Morgan Chase Tower
600 Travis
Houston, Texas 77002-3095
(713) 226-1200
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
------------------- ---------------- ---------------- ------------------ ------------
Common Stock, $.01 2,000,000 shares $0.11 $220,000 $25.89
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plan as the result of any future stock split, dividend or similar
adjustment of the Company's outstanding common stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, (the "Act") solely for purposes of calculating the
registration fee, based on the closing sales price reported on the OTC
Bulletin Board on December 15, 2004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by International
Isotopes Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003.
(2) All other reports filed 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-KSB described in (1) above.
(3) The description of the Common Stock that is contained in the
Company's Registration Statement on Form 8-A dated August 1,
1997, filed pursuant to Section 12 of the Exchange Act, and all
amendments thereto and reports which have been filed for the
purpose of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Texas Business Corporation Act ("TBCA"), the
Company's Restated Articles of Incorporation provide that the Company will
indemnify its officers, directors, employees and agents to the fullest extent
permitted by the TBCA against actions that may arise against them in such
capacities, and to advance expenses in connection with any such actions.
Registrant's Restated Articles of Incorporation provides that directors of the
Company will not be personally liable to Registrant or its stockholders for
monetary damages for any act or omission in his capacity as a director except as
authorized under the TBCA. The TBCA provides that a corporation may indemnify a
person who was, is, or is threatened to be made a named defendant in a
proceeding because such person is or was a director if it is determined in
accordance with the provisions of the TBCA that the person (i) conducted himself
in good faith, (ii) reasonably believed, in the case of conduct in his official
capacity as director, that his conduct was in the corporation's best interests
or, in other cases, that his conduct at least was not opposed to the
corporation's interests and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. A director may not be
indemnified with respect to a proceeding in which the person is found liable on
the basis that personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the person's official capacity, or
in which the person is found liable to the corporation. Officers, employees and
agents of a corporation are entitled to be indemnified by the corporation as,
and to the same extent provided for, directors of the corporation.
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Registrant carries directors' and officers' liability insurance with an
aggregate policy limit of $2,000,000.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3.1 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company' Registration
Statement on Form SB-2 (Registration No. 333-26269)).
3.2 Articles of Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-8 (Registration No. 333-108776)
3.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form SB-2
(Registration No. 333-26269)).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form SB-2
(Registration No. 333-26269)).
5.1 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of Hansen, Barnett & Maxwell.
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).
24 Power of Attorney (included as part of Signature page).
99.1 International Isotopes Inc. Employee Stock Purchase Plan.
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Item 9. Undertakings.
The Company herein 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;
(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 thereof)
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 the Registration Statement;
Provided, however, that paragraphs (1) (i) and (1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
(5) 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 Securities and Exchange 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Idaho Falls, State of Idaho on December 15,
2004.
INTERNATIONAL ISOTOPES INC.
By: /S/ Steve T. Laflin
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Steve T. Laflin
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Steve T. Laflin and Dr. Ralph M. Richart, each of them or any one of
them, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission and any state or other securities authority,
granting unto said attorneys-in-fact and agents and each of them or any of them,
full power and authority to do and perform each and every act in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his or
their substitute or substitutes may lawfully 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 dates indicated.
Signature Title Date
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/S/ Dr. Ralph M. Richart Chairman of the Board December 15, 2004
--------------------------- of Directors
Dr. Ralph M. Richart
President, Chief Executive
Officer, Chief Financial
Officer, Director (Principal
Executive Officer and
/S/ Steve T. Laflin Principal Financial and
--------------------------- Accounting Officer) December 15, 2004
Steve T. Laflin
/S/ Christopher Grosso Director December 15, 2004
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Christopher Grosso
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