uranerzs8_07152011.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

URANERZ ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)

NEVADA
(State or other jurisdiction of Incorporation or organization)
  
98-0365605
(I.R.S. Employer Identification No.)
 
1701 East “E” Street
P.O. Box 50850
Casper, Wyoming 82605
(307) 265-8900
(Address of Principal Executive Offices)


THE URANERZ ENERGY CORPORATION
2005 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plans)
 

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  o
  
Accelerated filer  x
     
Non-accelerated filer  o
  
Smaller reporting company  o
(Do not check if a smaller reporting company)
    


CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered(1)
 
Amount to
be Registered
 
Proposed Maximum
Offering Price Per Share
 
Proposed Maximum
Aggregate Offering Price
 
Amount of
Registration Fee
 
Common Shares issuable pursuant to Options
available for issuance under the Plan
 
 
20,000,000
 
 
US$3.02. (2)
 
US$60,400,000
 
 
US$7,012.44
 
 
 
Total
 
20,000,000
  
 
US$$60,400,000
 
US$7,012.44


(1)
Common Stock, par value $0.001, available for issuance by the Corporation pursuant to the Plan described herein
(2)
The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices (US$3.09and US$2.95 respectively) for the Corporation’s Common Shares on July 14, 2011 as quoted on the NYSE Amex.

 
 
 
 
 
 
EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Uranerz Energy Corporation  (the “Corporation”) to register an additional 20,000,000 shares of common stock of the Corporation, par value $0.001 (“Common Shares”), with the United States Securities and Exchange Commission (the “SEC”) for issuance upon exercise of stock options (“Options”) granted under the Uranerz Energy Corporation 2005 Nonqualified Stock Option Plan (the “Plan”), as amended on June 15, 2011.

This Registration Statement on Form S-8 consists of only those items required by General Instruction E to Form S-8 and incorporates by reference herein the Registration Statement on Form S-8 (File No. 333-129843) consisting of 10,000,000 Common Shares, as filed with the SEC on November 21, 2005 (the “Initial S-8”).

Effective June 15, 2011, Article IV(1) of the Plan was amended to increase the maximum number of Common Shares authorized for issuance under the Plan from 10,000,000 Common Shares to 30,000,000 Common Shares. Of these 30,000,000 Common Shares, 10,000,000 Common Shares were previously registered under the Initial S-8.

Accordingly, the Corporation is filing this Registration Statement on Form S-8 to register an additional 20,000,000 Common Shares for issuance upon the exercise of Options granted under the Plan.

EXHIBITS
 
Exhibit Number
Exhibit
4.1
2005 Nonqualified Stock Option Plan, as amended June 15, 2011
5.1
Opinion of McMillan LLP
23.1
Consent of  McMillan LLP (included in Exhibit 5.1)
23.2
Consent of Manning Elliott LLP
24.1
Power of Attorney (See page 3 of this registration statement)

 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Casper, State of Wyoming, on this 15th day of July, 2011.
 
 
  URANERZ ENERGY CORPORATION
   
  /s/  Glenn Catchpole         
  Name:  Glenn Catchpole
  Title:   President, Chief Executive Officer, and Director
(Principal Executive Officer)
   
 
   
  /s/ Benjamin Leboe         
  Name: Benjamin Leboe  
  Title:   Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
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POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Glenn Catchpole and Benjamin Leboe his attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

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

         
Name
  
Title
  
Date
         
/s/ Glenn Catchpole
Glenn Catchpole
  
President, Chief Executive Officer, and Director
  
July 15, 2011
         
/s/ Benjamin Leboe
Benjamin Leboe
  
Chief Financial Officer
  
July 15, 2011
         
/s/ George Hartman
George Hartman
  
Executive Vice-President, Chief Operating Officer, and Director
  
July 15, 2011
         
/s/ Dennis Higgs
Dennis Higgs
  
Executive Chairman and Director
  
July 15, 2011
         
/s/ Gerhard Kirchner
Gerhard Kirchner
  
Director
  
July 15, 2011
         
/s/ Peter Bell
Peter Bell
  
Director
  
July 15, 2011
         
/s/ Arnold Dyck
Arnold Dyck
  
Director
  
July 15, 2011
         
/s/ Paul Saxton
Paul Saxton
  
Director
  
July 15, 2011
         

 
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