Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 25 2013 - 12:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 25, 2013
Registration No. 333-148915
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Denison Mines Corp.
(Exact name of registrant as specified in its charter)
|
|
|
Ontario, Canada
|
|
98-0622284
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
Atrium on Bay, 595 Bay Street, Suite 402
Toronto, Ontario, Canada
|
|
M5G 2C2
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Amended and Restated Share Option Plan
(Full title of the plan)
C T Corporation System
111 Eighth Avenue
New York, NY 10011
(Name and address of agent for service)
(212) 590-9070
(Telephone number, including area code, of agent for service)
Copy to:
Ronald F. Hochstein
David Cates
Sheila Colman
Denison Mines Corp.
Atrium on Bay, 595 Bay Street
Suite 402
Toronto, Ontario
Canada M5G 2C2
Tel: (416) 979-1991
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-148915) (the
Registration
Statement
) of Denison Mines Corp. (the
Registrant
) amends the cover page of the original filing by designating C T Corporation System as the agent for service and the address to which copies of notices and communications
should be sent. Item 3 of Part II (Incorporation of Documents by Reference) has also been amended to add certain additional information to this Item. Item 6 of Part II (Indemnification of Directors and Officers) has been amended to replace
such Item in its entirety. Item 8 of Part II (Exhibits) has also been amended to update Exhibit 10.1 (Amended and Restated Share Option Plan) and the Powers of Attorney in Exhibit 24.1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
|
Incorporation of Documents by Reference
|
The following paragraph is added to the end of Item 3 (Incorporation of Documents by Reference) in the Registration Statement:
In addition, any report furnished by the Registrant on Form 6-K shall be deemed to be incorporated by reference in the Registration Statement if and to
the extent that such report on Form 6-K so provides. Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of the Registration Statement shall be deemed to be modified or superseded for
purposes of the Registration Statement to the extent that a statement contained in the Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference or deemed to be part of the
Registration Statement modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of the Registration Statement after the most recent effective date may modify or
replace existing statements contained in the Registration Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of the Registration Statement.
Item 6.
|
Indemnification of Directors and Officers
|
The following disclosure replaces Item 6 (Indemnification of Directors and Officers) in the Registration Statement in its entirety:
The Registrants Bylaws provide that a director or officer will not be liable for monetary damages incurred by the Registrant in the
execution of the duties of his office or in relation thereto unless due to his failure to exercise the powers and to discharge the duties of his office honestly, in good faith and in the best interests of the Registrant and in connection therewith
to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
In addition, as permitted by the Ontario Business Corporations Act, the Registrants Bylaws provide that the Registrant will indemnify its directors and officers and any former directors or officers
of the Registrant or persons who act or acted at the Registrants request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her 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 him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the Registrant or such body corporate, if,
(a) he or she acted honestly and
in good faith with a view to the best interests of the Registrant; and
(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
The Ontario Business Corporations Act also provides, and the Registrants Bylaws permit, that, with the approval of the court, such persons may also be indemnified by the Registrant in respect of an
action by or on behalf of the Registrant or any such body corporate to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or officer of the Registrant or such body corporate. Generally,
any director or officer who is entitled to an indemnity may also be indemnified by the Registrant for all of his or her costs, charges and expenses reasonably incurred in defending his or her position, if he or she was substantially successful in
his or her defense and fulfills the conditions in clauses (a) and (b) above.
The Registrant maintains liability
insurance for its directors and officers acting in their respective capacities in an aggregate amount of Cdn$20,000,000, subject to the following deductibles: (a) Cdn$250,000 per occurrence; (b) Cdn$250,000 for a loss due to a claim under
applicable Canadian securities laws; and (c) $250,000 for a loss due to a claim under applicable U.S. securities laws. The premium paid by the Registrant in 2012 for this coverage was Cdn$155,530 for the period from November 1, 2012 to
November 1, 2013. No amounts were paid by individual directors and officers for this coverage.
In addition, the Registrant has entered into separate Indemnity Agreements with each of its
officers and directors, which Agreements provide for indemnification of the director or officer against certain judgments, penalties, fines and expenses incurred by each such officer or director in connection with certain threatened, pending or
completed investigations, inquiries, hearings, actions or proceedings.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (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 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 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 Act and will be governed by the final adjudication of such issue.
The above discussion of the Registrants Bylaws and Ontario law is not intended to be exhaustive and is qualified in its entirety by such Bylaws, the Registrants Certificate of Incorporation
and Ontario Law.
The following exhibits are
filed as part of the Registration Statement:
|
|
|
Number
|
|
Description
|
5.1*
|
|
Opinion of Blake, Cassels & Graydon LLP
|
|
|
10.1
|
|
Amended and Restated Share Option Plan (amended and restated as of May 9, 2013)
|
|
|
23.1*
|
|
Consent of Blake, Cassels & Graydon LLP (included in the Opinion filed as Exhibit 5.1)
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
24.1
|
|
Powers of Attorney (included on the signature pages to this post-effective amendment to the Registration Statement)
|
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 post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on July 25, 2013.
|
|
|
DENISON MINES CORP.
|
(Registrant)
|
|
|
By:
|
|
/s/ Ronald F. Hochstein
|
|
|
|
|
|
Ronald F. Hochstein
President and Chief Executive Officer
|
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald F. Hochstein and David
Cates, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
to the Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents of them or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the Registration Statement has
been signed below by the following persons in the capacities indicated on July 25, 2013.
|
|
|
Signature
|
|
Title
|
|
|
/s/ Ronald F. Hochstein
Ronald F. Hochstein
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
/s/ David Cates
David Cates
|
|
Vice President Finance, Tax and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
Director
|
Eun Ho Cheong
|
|
|
|
|
/s/ John H. Craig
|
|
Director
|
John H. Craig
|
|
|
|
|
/s/ W. Robert Dengler
W. Robert Dengler
|
|
Director
|
|
|
|
|
Director
|
Brian D. Edgar
|
|
|
|
|
/s/ Lukas H. Lundin
Lukas H. Lundin
|
|
Chairman of the Board of Directors
|
|
|
/s/ William A. Rand
|
|
Director
|
William A. Rand
|
|
|
|
|
/s/ Catherine J.G. Stefan
Catherine J.G. Stefan
|
|
Director
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this
post-effective amendment to the Registration Statement, solely in the capacity of the duly authorized representative of Denison Mines Corp. in the United States, in the City of Newark, State of Delaware, on July 25, 2013.
|
|
|
PUGLISI & ASSOCIATES
|
|
|
By:
|
|
/s/ Donald J. Puglisi
|
Name:
|
|
Donald J. Puglisi
|
Title:
|
|
Managing Director
|
Denison Mines (AMEX:DNN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Denison Mines (AMEX:DNN)
Historical Stock Chart
From Jul 2023 to Jul 2024