SEC Comment Letter for WESTWATER RESOURCES, INC. (WWR) (CIK 0000839470) (WWR) — Jul 20, 2005
WESTWATER RESOURCES, INC. (WWR) (CIK 0000839470)
Date: July 20, 2005 · CIK: 0000839470 · Accession: 0000000000-05-037199
AI Filing Summary & Sentiment
File numbers found in text: 333-125106
Letter
July 20, 2005 Mr. Thomas H. Ehrlich Secretary Uranium Resources, Inc. 650 S. Edmonds, Suite 108 Lewisville, Texas 75067 Form 10-KSB for the year ended December 31, 2004, as amended Filed April 26, 2005 File No. 0-17171
Re: Uranium Resources, Inc. Registration Statement on Form SB-2 Filed May 20, 2005 File No. 333-125106
Dear Mr. Ehrlich:
We have limited our review of the above filings to only the areas upon which we have issued comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form SB-2
General
1. Please note that we continue to monitor the Form SB-2 for compliance with comments issued on the 10-KSB for the year ended December 31, 2004.
Form 10-KSB for the year ended December 31, 2004
Financial Statements
Note 4 - Contract Commitments, page F-15
2. We have read your response to prior comment 1, explaining that you arranged to have your two uranium delivery contracts amended to formalize your understanding that each buyer would be willing to accept half of your total production in 2005, while accommodating delivery in 2006, quantities in excess of these amounts which are necessary to meet what had previously been identified as your total 2005 delivery obligations. We understand that such flexibility on the part of your buyers does not extend to quantities scheduled for delivery in 2006, 2007, and 2008. Since the accommodations were not initially present in your contractual arrangements, and because you have only recently refined your extraction processes to achieve a higher yield, we continue to believe that your contractual arrangements would be appropriately characterized as derivatives, for which the normal purchases and sales exception would not be available. Therefore, until you are able to properly establish and document hedging relationships between your forecasted transactions and the delivery obligations under your contractual arrangements, the accounting prescribed in paragraph 17(a) of SFAS 133 would seem to apply. Further, we believe demonstrating consistent production at the levels necessary to satisfy your delivery obligations would be a precursor to establishing the hedging relationships. Please refer to paragraph 28 of SFAS 133 for documentation guidelines.
Closing Comments
As appropriate, please amend the above filings in response to these comments. You may wish to provide us with a marked copy of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please direct questions regarding accounting issues and related disclosures to Karl Hiller at (202) 551-3686 or, in his absence, to Barry Stem, Senior Assistant Chief Accountant, at (202) 551-3763. Direct questions relating to all other disclosure issues to Jason Wynn, at (202) 551-3756 or, in his absence, to the undersigned, at (202) 551-3740. Please send all correspondence to us at the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
July 20, 2005
Mr. Thomas H. Ehrlich
Secretary
Uranium Resources, Inc.
650 S. Edmonds, Suite 108
Lewisville, Texas 75067
Re: Uranium Resources, Inc.
Registration Statement on Form SB-2
Filed May 20, 2005
File No. 333-125106
Form 10-KSB for the year ended December 31, 2004, as amended
Filed April 26, 2005
File No. 0-17171
Dear Mr. Ehrlich:
We have limited our review of the above filings to only the
areas upon which we have issued comments. Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form SB-2
General
1. Please note that we continue to monitor the Form SB-2 for
compliance with comments issued on the 10-KSB for the year ended
December 31, 2004.
Form 10-KSB for the year ended December 31, 2004
Financial Statements
Note 4 - Contract Commitments, page F-15
2. We have read your response to prior comment 1, explaining that
you
arranged to have your two uranium delivery contracts amended to
formalize your understanding that each buyer would be willing to
accept half of your total production in 2005, while accommodating
delivery in 2006, quantities in excess of these amounts which are
necessary to meet what had previously been identified as your
total
2005 delivery obligations. We understand that such flexibility on
the
part of your buyers does not extend to quantities scheduled for
delivery in 2006, 2007, and 2008. Since the accommodations were
not
initially present in your contractual arrangements, and because
you
have only recently refined your extraction processes to achieve a
higher yield, we continue to believe that your contractual
arrangements would be appropriately characterized as derivatives,
for
which the normal purchases and sales exception would not be
available.
Therefore, until you are able to properly establish and document
hedging relationships between your forecasted transactions and the
delivery obligations under your contractual arrangements, the
accounting prescribed in paragraph 17(a) of SFAS 133 would seem to
apply. Further, we believe demonstrating consistent production at
the
levels necessary to satisfy your delivery obligations would be a
precursor to establishing the hedging relationships. Please refer
to
paragraph 28 of SFAS 133 for documentation guidelines.
Closing Comments
As appropriate, please amend the above filings in response
to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions regarding accounting issues and
related
disclosures to Karl Hiller at (202) 551-3686 or, in his absence,
to
Barry Stem, Senior Assistant Chief Accountant, at (202) 551-3763.
Direct questions relating to all other disclosure issues to Jason
Wynn, at (202) 551-3756 or, in his absence, to the undersigned, at
(202) 551-3740. Please send all correspondence to us at the
following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: J. Wynn
K. Hiller
B. Stem
via facsimile
Alfred C. Chidester
Baker & Hostetler LLP
(303) 861-2307
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??
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Mr. Thomas H. Ehrlich
Uranium Resources, Inc.
July 20, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
</TEXT>
</DOCUMENT>