Blueprint
 
As filed with the Securities and Exchange Commission on May 3, 2018
Registration No. 333-               
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
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.)
 
 
1100 – 40 University Avenue
Toronto, Ontario
Canada
 
M5J 1T1
(Address of Principal Executive Offices)
 
(Zip Code)
 
Share Unit 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) 894-8940
(Telephone number, including area code, of agent for service)
 
Copy to:
 
 David Cates
 Amanda Willett
Denison Mines Corp.
 1100 – 40 University Avenue
 Toronto, Ontario
 M5J 1T1 Canada
 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
 
 
 
 
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
 
 
 
 
 
 
 
  
Emerging growth company
 
 
 
 
 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
 
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered (1)
Amount to be
registered (2)
Proposed
maximum offering
price per share
Proposed
maximum aggregate
offering price
Amount of
registration fee
Common shares, no par value
 
15,000,000 shares
 
$0.4686 (3)
 
$7,029,000
 
$875.11
 
 
(2)
Common shares, no par value, offered by Denison Mines Corp. (the “Registrant”) pursuant to its Share Unit Plan (adopted by the shareholders on May 3, 2018) (the “Plan”).
 
(3)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Plan.
 
(5)
Calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices for the Registrant’s common shares reported on the NYSE American LLC on April 30, 2018, which was $0.4686 per share.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART I.                      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item  1.                       
Plan Information.*
 
Item 2.                       
Registrant Information and Employee Plan Annual Information.*
 
*The information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with the Note to Part I of Form S-8 and Rule 428, and will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act.
 
            PART II.                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.                         Incorporation of Documents by Reference.
 
            
The following documents, which have been filed with the Commission, are incorporated herein by reference:
 
(a)
The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2017 filed with the Commission on March 28, 2018 (File No. 001-33414).
 
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 40-F filed with the Commission on March 28, 2018 incorporated by reference herein pursuant to (a) above.
 
(c)
The description of the Registrant’s securities contained in the registration statement on Form 8-A filed with the Commission on April 18, 2007, including any amendment or report filed for the purposes of updating such description.
 
              In addition, unless otherwise stated herein, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement 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 in this registration statement and to be a part hereof from the date of filing of such documents. 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 4. Description of Securities.
 
Not applicable.
 
Item 5. Interests of Named Experts and Counsel.
 
None.
 
 
 
Item 6. Indemnification of Directors and Officers.
 
The Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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$40,000,000, subject to the following deductibles: (a) Cdn$350,000 per occurrence; (b) Cdn$350,000 for a loss due to a claim under applicable Canadian securities laws; and (c) $350,000 for a loss due to a claim under applicable U.S. securities laws. The premium paid by the Registrant in 2017 for this coverage was Cdn$270,465 for the period from November 1, 2017 to November 1, 2018. 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 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 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 Securities Act and will be governed by the final adjudication of such issue.
 
                 
The above discussion of the Registrant’s Bylaws and Ontario law is not intended to be exhaustive and is qualified in its entirety by such Bylaws, the Registrant’s Certificate of Incorporation and Ontario Law.
 
 
 
 
Item 7.                        Exemption from Registration Claimed.
 
Not Applicable.
 
Item 8.                       
Exhibits
 
The following exhibits are filed as part of this registration statement:
 
Number
Description
4.1
Share Unit Plan (adopted by the shareholders on May 3, 2018)
5.1
Opinion of Blake, Cassels & Graydon LLP
23.1
Consent of Blake, Cassels & Graydon (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 registration statement)
 
Item 9. Undertakings.
 
            
(a)            
The undersigned Registrant hereby 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 the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
                                 
(iii)            
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission by the Registrant 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.
 
            
(b)            
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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.
 
            
(h)            
Insofar as indemnification for liabilities arising under 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 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 of 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.
 
 
 
 
 
 
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 Toronto, Province of Ontario, Canada, on May 3, 2018.
 
 
 
 
 
DENISON MINES CORP.
(Registrant)
 
 
By:
 
/s/ David Cates
 
 
David Cates
President and Chief Executive Officer
 
 
 
 
 
 
POWERS OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Cates and Gabriel McDonald, and each of them, 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 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 registration statement has been signed below by the following persons in the capacities indicated on May 3, 2018.
 
 
Signature
 
Title
 
 
    /s/ David Cates                                          
                   David Cates
 
 
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
/s/ Gabriel McDonald                                        
                   Gabriel McDonald
 
 
 
 
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ W. Robert Dengler                                         
                   W. Robert Dengler
 
 
 
Director
                                                                           
                    Brian D. Edgar
 
 
 
Director
 
/s/ Ron F. Hochstein                                           
                   Ron F. Hochstein
 
 
 
Director
                                                                            
                    Kwang Hee Jeong
 
 
 
Director
 
                                                                            
                    Lukas H. Lundin
 
 
 
Chairman of the Board of Directors
 
/s/ William Rand                                               
                  William Rand
 
 
 
Director
/s/ Catherine J.G. Stefan                                      
                   Catherine J.G. Stefan
 
Lead Director of the Board of Directors
 
 
 
 
 
 
AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this 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 May 3, 2018.
 
 
 
 
 
 
 
 
PUGLISI & ASSOCIATES
 
 
By:
 
/s/ Donald J. Puglisi
Name:
 
Donald J. Puglisi
Title:
 
Managing Director