U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 20, 2005
URANIUM ENERGY CORP.
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(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
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(State or other Jurisdiction as Specified in Charter)
333-127185 98-0399476
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(Commission file number) (I.R.S. Employer Identification No.)
Austin Centre
701 Brazos, Suite 500 PMB#
Austin, Texas 78701
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(Address of Principal Executive Offices)
512.721.1022
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(Issuer's telephone number)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERAL DEFINITIVE AGREEMENT.
Stock Option Plan
On December 19, 2005, the Board of Directors of Uranium Energy Corp., a
Nevada corporation (the "Company"), authorized and approved the adoption of the
2005 stock option plan effective December 19, 2005 (the "Stock Option Plan").
The purpose of the Stock Option Plan is to enhance the long-term
stockholder value of the Company by offering opportunities to directors,
officers, employees and eligible consultants of the Company to acquire and
maintain stock ownership in the Company in order to give these persons the
opportunity to participate in the Company's growth and success, and to encourage
them to remain in the service of the Company.
The Stock Option Plan is to be administered by the Board of Directors
of the Company or a committee appointed by and consisting of two or more members
of the Board of Directors, which shall determine (i) the persons to be granted
Stock Options under the Stock Option Plan; (ii) the number of shares subject to
each option, the exercise price of each Stock Option; and (iii) whether the
Stock Option shall be exercisable at any time during the option period of ten
(10) years or whether the Stock Option shall be exercisable in installments or
by vesting only. The Stock Option Plan provides authorization to the Board of
Directors to grant Stock Options to purchase a total number of shares of Common
Stock of the Company, not to exceed 3,500,000 shares as at the date of adoption
by the Board of Directors of the Stock Option Plan. At the time a Stock Option
is granted under the Stock Option Plan, the Board of Directors shall fix and
determine the exercise price at which shares of Common Stock of the Company may
be acquired.
In the event an optionee ceases to be employed by or to provide
services to the Company for reasons other than cause, retirement, disability or
death, any Stock Option that is vested and held by such optionee generally may
be exercisable within up to ninety (90) calendar days after the effective date
that his position ceases, and after such 90-day period any unexercised Stock
Option shall expire. In the event an optionee ceases to be employed by or to
provide services to the Company for reasons of retirement, disability or death,
any Stock Option that is vested and held by such optionee generally may be
exercisable within up to one-year after the effective date that his position
ceases, and after such one-year period any unexercised Stock Option shall
expire.
No Stock Options granted under the Stock Option Plan will be
transferable by the optionee, and each Stock Option will be exercisable during
the lifetime of the optionee subject to the option period of ten (10) years or
limitations described above. Any Stock Option held by an optionee at the time of
his death may be exercised by his estate within one (1) year of his death or
such longer period as the Board of Directors may determine.
The exercise price of a Stock Option granted pursuant to the Stock
Option Plan shall be paid in full to the Company by delivery of consideration
equal to the product of the Stock Option in accordance with the requirements of
the Nevada Revised Statutes. Any Stock Option settlement, including payment
deferrals or payments deemed made by way of settlement of pre-existing
indebtedness from the Company may be subject to such conditions, restrictions
and contingencies as may be determined.
INCENTIVE STOCK OPTIONS
The Stock Option Plan further provides that, subject to the provisions
of the Stock Option Plan and prior shareholder approval, the Board of Directors
may grant to any key individuals who are employees of the Company eligible to
receive options one or more incentive stock options to purchase the number of
shares of common stock allotted by the Board of Directors (the "Incentive Stock
Options"). The option price per share of common stock deliverable upon the
exercise of an Incentive Stock Option shall be at least 100% of the fair market
value of the common shares of the Company, and in the case of an Incentive Stock
Option granted to an optionee who owns more than 10% of the total combined
voting power of all classes of the stock of the Company, shall not be less than
100% of the fair market value of the common shares of the Company. The option
term of each Incentive Stock Option shall be determined by the Board of
Directors, which shall not commence sooner than from the date of grant and shall
terminate no later than ten (10) years from the date of grant of the Incentive
Stock Option, subject to possible early termination as described above.
On December 20, 2005, the Board of Directors authorized and approved
the grant of an aggregate 3,100,000 Stock Options to key consultants, directors
and officers under the Stock Option Plan. The following table represents those
Stock Options granted to executive officers and directors of the Company:
Options/SAR Grants Table
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Number of
Securities
Underlying Exercise Date of
Name Options Price Expiration
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Alan Lindsay 400,000 $0.50 12/20/15
John Lindsay 200,000 0.50 12/20/15
Amir Adnani 135,000 0.50 12/20/15
Randall Reneau 135,000 0.50 12/20/15
Bruce Horton 50,000 0.50 12/20/15
Steve Jewett 50,000 0.50 12/20/15
Grant Atkins 200,000 0.50 12/20/15
Total 1,170,000
The Financial Accounting Standards Board recently published Statement
of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment
("SFAS 123R"). SFAS 123R, which is effective from the first fiscal year that
begins after June 15, 2005, requires that compensation costs related to
share-based payment transactions, including stock options, be recognized in the
financial statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.01 2005 Stock Option Plan of Uranium Energy Corp.
SIGNATURES
In accordance with 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, hereunto duly authorized.
URANIUM ENERGY CORP.
Date: December 21, 2005 By: /s/ AMIR ADNANI
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Amir Adnani
President and Chief Executive Officer