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)
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Ontario,
Canada
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98-0622284
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(State
or other jurisdiction of
incorporation or
organization)
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(I.R.S.
Employer
Identification
No.)
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1100 –
40 University Avenue
Toronto,
Ontario
Canada
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M5J
1T1
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(Address of Principal Executive
Offices)
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(Zip Code)
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated
filer
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☐ (Do not check
if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging
growth company
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☐
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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
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☐
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CALCULATION OF REGISTRATION FEE
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Title
of securities
to
be registered
(1)
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Amount to be
registered
(2)
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Proposed
maximum offering
price per share
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Proposed
maximum aggregate
offering price
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Amount of
registration fee
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Common
shares, no par value
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$0.4686
(3)
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$7,029,000
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$875.11
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(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.
The following exhibits are filed
as part of this registration statement:
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Number
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Description
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4.1
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Share Unit Plan (adopted by the
shareholders on May 3, 2018)
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5.1
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Opinion of Blake, Cassels &
Graydon LLP
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23.1
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Consent of Blake, Cassels &
Graydon (included in the Opinion filed as Exhibit
5.1)
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23.2
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Consent of PricewaterhouseCoopers
LLP
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24.1
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Powers of Attorney (included on
the signature pages to this registration
statement)
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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.
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DENISON MINES
CORP.
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(Registrant)
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By:
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/s/ David
Cates
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David Cates
President and Chief Executive
Officer
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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.
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Signature
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Title
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/s/ David
Cates
David Cates
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President, Chief Executive
Officer and Director
(Principal Executive
Officer)
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/s/ Gabriel
McDonald
Gabriel
McDonald
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Vice President, Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
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/s/ W. Robert
Dengler
W. Robert Dengler
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Director
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Director
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/s/ Ron F. Hochstein
Ron
F. Hochstein
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Director
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Director
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Chairman of the Board of
Directors
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/s/ William Rand
William Rand
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Director
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/s/ Catherine J.G.
Stefan
Catherine J.G. Stefan
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Lead Director of the Board of
Directors
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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.
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PUGLISI &
ASSOCIATES
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By:
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/s/ Donald J.
Puglisi
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Name:
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Donald J.
Puglisi
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Title:
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Managing
Director
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