Unassociated Document
As
filed
with the Securities and Exchange Commission on February 13, 2008
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
General
Moly, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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91-0232000
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
|
Identification
No.)
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General
Moly, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
Telephone:
(303) 928-8599
Fax:
(303) 928-8598
(Address
of registrant’s Principal Executive Offices)
GENERAL
MOLY, INC.
2006
EQUITY INCENTIVE PLAN
(Full
title of the plan)
Bruce
D. Hansen
Chief
Executive Officer
General
Moly, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
Telephone:
(303) 928-8599
Fax:
(303) 928-8598
|
With
a copy to:
Gary
J. Kocher
Kristy
T. Harlan
Kirkpatrick
& Lockhart Preston Gates Ellis LLP
925
Fourth Avenue, Suite 2900
Seattle,
Washington 98104
Telephone:
(206) 623-7580
Fax:
(206) 623-7022
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(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
|
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Amount
to be registered (1)
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Proposed
maximum offering price per share (2)
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Proposed
maximum aggregate offering price (2)
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Amount
of registration fee
|
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Common
Stock, par value $0.001 per share
|
|
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1,600,000
shares
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|
$
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9.96
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$
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15,936,000
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$
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626.28
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of the Registrant’s Common Stock that become issuable
under the General Moly, Inc. 2006 Equity Incentive Plan by reason
of any
stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number
of
outstanding shares of the Registrant’s Common
Stock.
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(2)
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Computed
in accordance with Rule 457(h) and Rule 457(c) under the Securities
Act,
solely for the purpose of calculating the registration fee, based
on the
average of the high and low prices of the Registrant’s Common Stock as
reported by the American Stock Exchange on February 11,
2008.
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EXPLANATORY
NOTE
General
Moly, Inc. (the “Registrant” or the “Company”) has amended the General Moly,
Inc. 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”) to increase,
by 1,600,000 shares (the “Additional Shares”), the number of shares of the
Registrant’s common stock, par value $0.001 per share (the “Common Stock”),
available for issuance under the 2006 Equity Incentive Plan. This Registration
Statement is being filed pursuant to General Instruction E of Form S-8 to
register the Additional Shares of Common Stock. Such Additional Shares are
securities of the same class as other securities for which a previous
registration statement on Form S-8 was filed with the Securities and Exchange
Commission (the “Commission”) on December 22, 2006 (File No. 333-139615).
Pursuant to General Instruction E of Form S-8, the contents of the above listed
registration statement are incorporated by reference herein, except for Items
3,
6, and 8 of such previously filed registration statement, which are replaced
and
superceded with the Items 3, 6, and 8 set forth in this Registration
Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents heretofore filed with the Commission by the Registrant
are
incorporated herein by reference:
(a) The
Registrant’s Annual Report on Form 10-KSB, as amended, for the fiscal year ended
December 31, 2006;
(b) The
Registrant’s Quarterly Report on Form 10-QSB, as amended, for fiscal quarters
ended March 31, 2007 and June 30, 2007 and Quarterly Report on Form 10-QSB
for
the fiscal quarter ended September 30, 2007. The Registrant’s Current Reports on
Form 8-K, and any amendments thereto, filed on February 5, 2007, February 13,
2007, February 27, 2007, April 3, 2007, April 17, 2007, April 27, 2007, May
14,
2007, June 29, 2007, July 2, 2007, July 13, 2007, July 31, 2007, August 23,
2007, August 31, 2007, September 18, 2007, October 5, 2007, November 14, 2007,
November 23, 2007, November 30, 2007, December 18, 2007, January 2, 2008, and
February 12, 2008; and
(c) The
description of the Registrant’s Common Stock contained in the Registration
Statement on Form 8-A/A filed on October 10, 2007 under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendments or reports filed for the purpose of updating such
description.
All
documents subsequently filed by the Registrant with the Commission pursuant
to
Sections 13(a), 13(c), 14 and 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 in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents, other than information in the documents that is not deemed to be
filed with the Commission. Unless specifically stated to the contrary, none
of
the information that the Registrant discloses under Items 2.02 or 7.01 of any
current report on Form 8-K that the Registrant may from time to time furnish
to
the Commission will be incorporated by reference into, or otherwise included
in,
this Registration Statement.
A
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which is incorporated by reference
herein, modifies or supersedes the statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
6. Indemnification of Directors and Officers.
The
Delaware General Corporation Law (“DGCL”) authorizes
a corporation to indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than
an action by or in the right of a corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
or
other enterprise against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person.
The
DGCL
also authorizes a corporation to indemnify any person who was or is a party,
or
was or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment
in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the
corporation as a director, officer, employee or agent of another corporation,
partnership, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
The
corporation may only indemnify an officer, director, employee or agent
if:
(i) the
indemnified person acted in good faith and in a manner reasonably believed
by
the person to be in, or not opposed to, the best interests of the corporation;
and
(ii) in
the
case of a criminal proceeding, the indemnified person had no reasonable cause
to
believe his or her conduct was unlawful.
No
indemnification may be made if it is determined that the individual did not
meet
the above listed standards.
A
corporation’s determination of whether to indemnify someone who is a director or
officer at the time of such determination must be made:
(i) by
a vote
of the majority of disinterested directors (even if less than a
quorum);
(ii) by
a
committee of disinterested directors designated by the majority vote of the
disinterested directors (even if less than a quorum);
(iii) by
special legal counsel if there are fewer than two disinterested directors or
if
such disinterested directors so direct; or
(iv) by
the
shareholders, but shares owned by or voted by a director who is not
disinterested may not be voted.
Where
a
present or former officer or director of the corporation defends a matter
successfully, indemnification for reasonable expenses is mandatory. Officers’
and directors’ expenses may be paid in advance of final disposition if the
person agrees to repay the advances if he or she is later determined not to
be
entitled to indemnification.
The
Registrant’s certificate of incorporation provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director, except to the extent provided by applicable law (i) for any
breach of the director’s duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit. The Registrant’s certificate of incorporation further
provides that, if the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended.
The
Registrant’s bylaws provide for the Company to indemnify and hold harmless, to
the fullest extent permitted by the DGCL as it presently exists or may hereafter
be amended, any director or officer of the Company. The
Registrant’s bylaws also provide that expenses incurred
by any
officer or director in defending any such action, suit or proceeding in advance
of its final disposition shall be paid by the Company upon delivery to the
Company of an undertaking, by or on behalf of such director or officer, to
repay
all amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified by us.
As
permitted by the DGCL, the Registrant has entered into indemnity agreements
with
each of the Company’s directors and executive officers, that require the Company
to indemnify such persons, to the fullest extent permitted by the laws of the
State of Delaware and subject to certain procedures, against any and all
expenses (including attorneys’ fees), damages, judgments, fines, settlements and
other amounts incurred in connection with any action, suit or proceeding,
whether actual or threatened, to which any such person may be made a party
by
reason of the fact that such person is or was a director or an officer of the
Company or was serving as the request of the Company as a director or officer
of
another entity.
The
Registrant has an insurance policy covering its officers and directors with
respect to certain liabilities, including liabilities arising under the
Securities Act or otherwise.
Item
8. Exhibits.
Exhibit
Number
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Description
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4.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Current Report of the registrant on Form 8-K filed on October 5,
2007)
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4.2
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Current Report
of the
registrant on Form 8-K filed on October 5, 2007)
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5.1
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Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Williams & Webster, P.S.
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23.3
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Consent
of Kirkpatrick & Lockhart Preston Gates Ellis llp
(included in Exhibit 5.1)
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24.1
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Power
of Attorney (included as part of the signature page to this Registration
Statement)
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99.1
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General
Moly, Inc. 2006 Equity Incentive Plan, as amended
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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
Lakewood, State of Colorado, on this 13th day of February, 2008.
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GENERAL
MOLY, INC. |
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By: |
/s/Bruce
D. Hansen |
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Bruce
D. Hansen
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bruce D. Hansen and David A. Chaput, jointly and
severally, each in his own capacity, his true and lawful attorneys-in-fact,
with
full power of substitution, for him and 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such said attorneys-in-fact
and agents with full power and authority to do so 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 might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact, 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 this Registration Statement
on
Form S-8 has been signed by the following persons in the capacities indicated
on
February 13, 2008.
/s/
Bruce D. Hansen
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Chief
Executive Officer and Director
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Bruce
D. Hansen
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(Principal
Executive Officer)
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/s/
David A. Chaput
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Chief
Financial Officer
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David
A. Chaput
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(Principal
Financial Officer)
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/s/
Daniel G. Zang
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Controller
and Treasurer
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Daniel
G. Zang
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(Principal
Accounting Officer)
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/s/
Ricardo M. Campoy
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Director
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Ricardo
M. Campoy
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/s/
Mark A. Lettes
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Director
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Mark
A. Lettes
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/s/
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Director
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Jean-Pierre
M. Ergas
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/s/
Gary A. Loving
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Director
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Gary
A. Loving
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/s/
R. David Russell
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Director
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R.
David Russell
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/s/
Richard Nanna
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Director
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Richard
Nanna
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INDEX
TO EXHIBITS
Exhibit
Number
|
|
Description
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4.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Current Report of the registrant on Form 8-K filed on October 5,
2007)
|
|
|
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4.2
|
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Current Report
of the
registrant on Form 8-K filed on October 5, 2007)
|
|
|
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5.1
|
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP
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23.1
|
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Consent
of PricewaterhouseCoopers, LLP
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23.2
|
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Consent
of Williams & Webster, P.S.
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23.3
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Consent
of Kirkpatrick & Lockhart Preston Gates Ellis llp
(included in Exhibit 5.1)
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24.1
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|
Power
of Attorney (included as part of the signature page to this Registration
Statement)
|
99.1
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|
General
Moly, Inc. 2006 Equity Incentive Plan, as amended
|