Form S-8 General Moly, Inc

 

As filed with the Securities and Exchange Commission on December 22, 2016

Registration No. 333-     

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

General Moly, Inc.
(Exact name of registrant as specified in its charter)

 

 

 

1726 Cole Blvd., Suite 115

Lakewood, CO  80401

(303) 928-8599

(Address of Principal Executive Offices)   (Zip Code)

 

 

General Moly, Inc. 2006 Equity Incentive Plan, as Amended

(Full title of the plan)

 

 

Lee M. Shumway, Chief Financial Officer

General Moly, Inc.

1726 Cole Blvd., Suite 115

Lakewood, CO  80401

(303) 928-8599

(Name and address, including telephone number and area code, of agent for service)

 

 

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.

 

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)			Proposed maximum aggregate offering price(2)			Amount of registration fee
Common Stock, par value $0.001 per share		5,000,000 shares		$	0.27		$	1,350,000.00		$	156.47

(1)         This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.

(2)         Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), based on based upon the average of the high and low prices of the Registrant’s common stock on the NYSE MKT on December 21, 2016.

 

 

 

FORM S-8 PURSUANT TO GENERAL INSTRUCTION E

 

This Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E on Form S-8 to register an additional 5,000,000 shares of Common Stock that may be issued to participants under the General Moly, Inc. 2006 Equity Incentive Plan, as Amended.  The contents of the earlier Registration Statements on Form S-8, Registration Nos. 333-149208 and 333-166999, are hereby incorporated by reference into this Form S-8.  All capitalized terms not defined herein shall have the same meaning as set forth in the Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference.

 

The following documents filed by General Moly, Inc. (the “Registrant”) with the Commission are incorporated by reference in this Registration Statement:

 

(a)                                 The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2015;

 

(b)                                 The Registrant’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016;

 

(c)                                  The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 21, 2016, June 10, 2016 and December 22, 2016;

 

(d)                                 The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 18, 2016 for the Annual Meeting of Stockholders held on June 8, 2016; and

 

(e)                                  The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A12B/A filed on October 10, 2007, including any amendments or reports filed for the purpose of updating such description.

 

All reports and other documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein 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, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.

 

2

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

The following exhibits are submitted herewith or incorporated by reference herein.

 

	Exhibit No.		Exhibit
	3.1		Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2015).
	3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 10, 2015).
	5.1		Opinion of Bryan Cave LLP regarding the validity of the common shares.
	10.1		General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 filed on May 21, 2010).
	10.2		Amendment to the General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2016).
	23.1		Consent of PricewaterhouseCoopers LLP.
	23.2		Consent of Bryan Cave LLP (included in Exhibit 5.1).
	24.1		Powers of Attorney.

 

3

 

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 the 22nd day of December, 2016.

 

		GENERAL MOLY, INC.
	By:	/S/ LEE M. SHUMWAY
		Lee M. Shumway
		Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

 

4

 

INDEX TO EXHIBITS

 

Exhibit No.		Description
3.1		Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2015).
3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 10, 2015).
5.1		Opinion of Bryan Cave LLP regarding the validity of the common shares.
10.1		General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 filed on May 21, 2010).
10.2		Amendment to the General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2016).
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1		Powers of Attorney.

 

5

Exhibit 5.1

 

[LETTERHEAD OF BRYAN CAVE LLP]

 

December 22, 2016

 

General Moly, Inc.

1726 Cole Blvd., Suite 115

Lakewood, CO  80401

 

Re:                             General Moly, Inc.
Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to General Moly, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about December 22, 2016, in connection with the registration under the Act of an additional 5,000,000 shares (the “Shares”) of common stock (“Common Stock”), par value $0.001 per share, of the Company, issuable under the General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated effective May 13, 2010, and as further amended effective June 8, 2016 (the “Plan”).

 

In connection herewith, we have examined:

 

(1)                                 the Plan; and

 

(2)                                 the Registration Statement.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws, each as currently in effect, and such other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed.  In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents.  If any documents we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such

 

 

court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes.

 

When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates or statements of appropriate representatives of the Company.

 

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and that upon the issuance and delivery of the Shares and the receipt by the Company of all consideration therefor in accordance with the terms of the Plan, and any relevant agreements thereunder, the Shares will be validly issued, fully paid and non-assessable.

 

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

 

Our opinion herein reflects only the application of the General Corporation Law of the State of Delaware, including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws. The opinion set forth herein is made as of the date hereof and are subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same.  The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise.  In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

 

This opinion letter is being delivered by us solely for your benefit in connection with the filing of the Registration Statement with the Commission. We do not render any opinions except as set forth above.  We hereby consent to the inclusion of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement. We also consent to your filing copies of this opinion letter with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares.  In giving this consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ BRYAN CAVE LLP

 

2

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 11, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in General Moly’s Current Report on Form 8-K dated December 21, 2016.

 

/s/PricewaterhouseCoopers LLP

 

Salt Lake City, Utah
December 22, 2016

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Bruce D. Hansen, Lee M. Shumway and R. Scott Roswell, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 for the registration of shares of common stock of General Moly, Inc. issuable pursuant to the General Moly, Inc. 2006 Equity Incentive Plan, as Amended, and any and all amendments (including post-effective amendments) and additions to such Registration Statement on Form S-8 relating to the General Moly, Inc. 2006 Equity Incentive Plan, as Amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

 

[Power of Attorney for Form S-8]