UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

 Securities Exchange Act of 1934


Date of report (Date of earliest event reported): October 26, 2009



INTERNATIONAL ISOTOPES INC.

(Exact Name of Registrant as Specified in Its Charter)


TEXAS

0-22923

74-2763837  

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


4137 Commerce Circle

 Idaho Falls, Idaho

 

83401

(Address of Principal Executive Offices)

 

(Zip Code)


208-524-5300

(Registrant’s Telephone Number, Including Area Code)


N/A


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01

Entry into a Material Definitive Agreement.


On October 26, 2009, the Company entered into a Memorandum of Agreement effective as of October 22, 2009 (the " Agreement ") with the New Mexico Environment Department (" NMED "), pursuant to which the Company and NMED agreed to certain storage and disposal limits with respect to depleted uranium, depleted uranium hexafluoride, and depleted uranium oxide at the Company's planned Uranium De-Conversion and Fluorine Extraction Process plant to be located outside of Hobbs, New Mexico.  In addition to limitations on storage and disposal of these chemicals, the Company agreed to incorporate the terms of the Agreement into its application for a plant license with the United States Nuclear Regulatory Commission (the " NRC ") and provide NMED with access to certain information provided to the NRC with respect to such license application.  The Agreement also provides that the Company will pay as liquidated damages the sum of $5,000 per day per breach of certain of the limitations with respect to storage and disposal contained in the Agreement.


 A copy of the Agreement is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The description of the Agreement is qualified in its entirety by reference to such document.


Item 7.01

Regulation FD Disclosure


The Company has issued a press release announcing the signing of the Agreement referred to in Item 1.01 above and has elected to furnish the press release as Exhibit 99.2 to this form 8-K.


(d) Exhibits


99.1

Memorandum of Agreement dated October 22, 2009 between International Isotopes Inc. and New Mexico Environment Department


99.2

Press Release dated October 26, 2009



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

 

International Isotopes, Inc.

 

 

 

 

 

 

 

 

 

Date: October 27, 2009

By:

/s/ Steve T. Laflin

 

 

Steve T. Laflin

 

 

President and Chief Executive Officer




EXHIBIT   INDEX

 

Exhibit

 

 

Number

 

Description of Document

 

 

 

99.1

 

Memorandum of Agreement dated October 22, 2009 between International Isotopes Inc. and New Mexico Environment Department

 

 

 

99.2

 

Press Release dated October 26, 2009




Exhibit 99.1


MEMORANDUM OF AGREEMENT

BETWEEN THE INTERNATIONAL ISOTOPES, INC.

AND THE NEW MEXICO ENVIRONMENT DEPARTMENT



WHEREAS, the New Mexico Environment Department (“NMED”) and International Isotopes, Inc. (“INIS”) desire to enter into this Memorandum of Agreement to establish storage limits for INIS’s Fluorine Extraction Process and Uranium De-Conversion Integrated Plant (“INIS Plant”) outside of Hobbs, New Mexico.


WHEREAS, NMED and INIS have determined that it is in the public interest for INIS to be bound by enforceable conditions limiting the storage and disposal of total depleted uranium, depleted uranium hexafluoride (“DUF 6 ”), and depleted uranium oxide (“DUO”) at the INIS Plant;


WHEREAS, NMED and INIS have determined that it is in the public interest to insure that INIS limit the amount of DUF 6 and DUO stored onsite and to limit the length of time that DUF 6 48Y cylinders and full DUO disposal containers are stored onsite at the INIS Plant;


WHEREAS, NMED and INIS have determined that it is in the public interest to require INIS to establish a reporting requirement to NMED if certain storage levels are reached;


WHEREAS, INIS agrees as soon as practicable and appropriate in its United States Nuclear Regulatory Commission (“NRC”) licensing proceeding to incorporate this Memorandum of Agreement into INIS’ Plant license consistent with the terms and conditions herein.


THEREFORE, IT IS HEREBY STIPULATED AND AGREED by NMED and INIS that:


1.

NMED and INIS admit that the NRC has jurisdiction over INIS’ NRC license parties and the subject matter of this Memorandum of Agreement.


2.

NMED and INIS agree to the following condition:


Onsite storage of uranium, in any form, at the INIS Plant shall be limited to a maximum inventory of 2,200,000 kilograms of uranium (“KgU”), or approximately 300 48Y cylinders.  Of this amount no more than 1,000,000 KgU shall be in the form of DUO.  The receipt or possession of any uranium in any form by INIS beyond this limit shall constitute noncompliance with this Memorandum of Agreement and the license.  Isotopes shall suspend receipt of any additional uranium onsite until this noncompliance is remedied.  In no event shall INIS store any DUO that has not been produced at the INIS Plant in New Mexico or its pilot testing facility in Idaho.




1



NMED and INIS agree that this condition shall be included in INIS Plant license when issued by the NRC.


3.

NMED and INIS agree to the following condition:


Onsite storage of any one 48Y cylinder of DUF 6 , or full disposal container of DUO , received or generated at the INIS Plant shall be limited to a maximum of two (2) years.  The storage of any one 48Y DUF 6 cylinder or full DUO disposal container beyond this limit by INIS shall constitute noncompliance with this Memorandum of Agreement and with the license.  Isotopes shall suspend receipt of any additional DUF 6 or production of DUO for onsite storage until this noncompliance is remedied.  In no event shall INIS store any DUO that has not been produced at the INIS Plant in New Mexico or its pilot testing facility in Idaho.


NMED and INIS agree that this condition shall be included in the INIS Plant license when issued by the NRC.  NMED and INIS agree that this condition shall in no way prevent shorter storage limits under another permit that has proper jurisdiction.


4.

NMED and INIS agree to the following condition:


Upon reaching 2,000,000 kgU of total uranium or 900,000 KgU in the form of DUO in onsite possession at the INIS Plant, INIS shall provide notification to NMED within 5 business days describing the circumstances leading to the inventory build-up and plans to reduce onsite inventories.   


5.

NMED and INIS agree that in no event shall uranium from the INIS facility operations, in any chemical form, be disposed of within the State of New Mexico.


6.

NMED and INIS agree that INIS shall provide a draft copy of the periodic adjustment of the decommissioning cost estimate required by 10 C.F.R. § 40.36(d) (hereinafter referred to as the “Triennial Report”) to the Secretary of the New Mexico Environment Department at least 60 days prior to the submission of Triennial Report in final form to the NRC.  NMED and INIS further agree that they will work together in good faith to resolve any comments regarding the Triennial Report, however, unresolved comments will not delay timely submittal to the NRC.


7.

NMED and INIS agree that INIS shall provide a yearly report to the Secretary of the New Mexico Environment Department, on or before January 15th of each year that the INIS Plant is processing depleted uranium that identifies a) the amount (in KgU) of total uranium on site; b) the amount (in KgU) of DUO on site; c) the number of 48Y cylinders of DUF6 received during the past year for de-conversion; d) the current number of 48Y cylinders of DUF6 stored onsite with the date of the longest stored container; and e) the current number of full DUO disposal containers stored on site with the date of the longest stored container.  


8.

NMED and INIS agree that INIS shall provide NMED the same access to documents and materials relating to the INIS radiation protection program that is required to be provided to the NRC.


9.

NMED and INIS agree that INIS shall support and shall not object to NMED accompanying NRC staff on any of its inspections of the INIS Plant radiation program and conducting inspections as permitted by any agreements between NMED and NRC that are executed in accordance with applicable NRC policy and guidance.  In this regard, INIS shall allow NMED staff the same access to its facilities, documents, materials and personnel to which NRC is entitled.  NMED shall execute any confidentiality agreement necessary to participate in such inspections and shall comply with all appropriate INIS Plant rules (e.g., safety, security) and any applicable NRC requirements when participating in such inspections.


10.

NMED and INIS agree that INIS shall provide to the New Mexico Department of Public Safety the Physical Security Plan for the INIS Plant subject to the execution by the appropriate officials, employees, or representatives of the New Mexico Department of Public Safety, of all required non-disclosure agreements.




2



11.

This Memorandum of Agreement does not govern any other environmental permits INIS is required by law to obtain.


12.

All parties hereto agree to exercise due diligence in the performance of their various responsibilities under this Memorandum of Agreement and to cooperate with each other in carrying out its intent.


13.

Nothing in this Memorandum of Agreement shall interfere with, prevent or excuse INIS from fulfilling any legal or statutory requirement of the NRC, or its successors, whether contained in the license for  the INIS Plant when issued or other requirement or regulation of the NRC, its successors, or representatives, whether oral or in writing.


14.

This Memorandum of Agreement shall be effective, final and binding on the parties upon execution by both parties.  


15.

The parties agree that if the NRC does not approve the License requirements contained in this Agreement, the parties will negotiate in good faith to resolve any outstanding issues necessary to obtain its approval by the Board or the NRC.


16.

NMED and INIS agree that once the NRC adopts the license conditions in this Memorandum of Agreement, those conditions are fully enforceable by the NRC.  All parties agree not to contest the NRC’s jurisdiction to approve and enforce NRC license conditions instituted as a result of this Memorandum of Agreement.  If any provision of this Memorandum of Agreement is found by the NRC, or any court of competent jurisdiction, to be outside the NRC’s jurisdiction and thus unenforceable by the NRC, or should the NRC refuse or otherwise decline to enforce any provision of this Memorandum of Agreement, the parties agree that an action to enforce such provision may be filed in the United States District Court for the District of New Mexico (if subject matter jurisdiction exists) or the First Judicial District Court, Santa Fe County, of New Mexico and agree not to object to the jurisdiction of those courts to hear and determine such action.  The parties further agree to waive any objection to the standing of any party to this Memorandum of Agreement to bring an action to enforce the license conditions in this Memorandum of Agreement before the NRC or, if outside the NRC’s jurisdiction, the United States District Court or the First Judicial District Court.  Finally, the parties agree to proceed before the NRC prior to bringing an action in court, and further to proceed in United States District Court (if subject matter jurisdiction exists) before proceeding in the First Judicial District Court.


17.

In the event of a breach of any provision of Paragraphs 2, 3, or 5 herein, NMED shall be entitled to liquidated damages from INIS in the amount of $5,000 per day per breach. This amount is not a penalty but is a reasonable estimate of the damages that would result from any breach.  Notwithstanding the foregoing, NMED and INIS agree that INIS shall be entitled to attempt to cure the breach of any provision of Paragraphs 2, 3, or 5 herein within 60 days of receiving written notice from NMED of such breach.


18.

In the event this Memorandum of Agreement becomes effective in accordance with the terms herein, the parties agree if any term, section, provision or portion of this Memorandum of Agreement is subsequently held invalid or unconstitutional by any court of competent jurisdiction, the remaining terms, sections, provisions and portions of this Memorandum of Agreement shall remain in full force and effect.


19.

In the event this Memorandum of Agreement becomes binding upon the parties in accordance with the terms herein, the Memorandum of Agreement shall be binding upon the parties’ successors, assigns, representatives, employees, agents, partners, subsidiaries, and affiliates.


20.

NMED and INIS expressly waive the right to challenge, contest the validity of, or seek judicial review of any order entered as a result of this Memorandum of Agreement so long as such order is fully consistent with each provision of this Memorandum of Agreement.


21.

When approved by the NRC Board, the order entered as a result of this Memorandum of Agreement has the same force and effect as an order made after full hearing.




3



IN WITNESS WHEREOF INIS and NMED have caused this Memorandum of Agreement to be executed by their duly authorized representatives on this 22nd day of October, 2009.



NEW MEXICO ENVIRONMENT DEPARTMENT

 

INTERNATIONAL ISOTOPES, INC.

 

 

 

 

 

 

/s/ Ron Curry

 

/s/ Steve Laflin

RON CURRY

 

STEVE LAFLIN

Secretary

 

President and Chief Executive Officer





4


Exhibit 99.2

[EXHIBIT992002.GIF]



FOR IMMEDIATE RELEASE:

For More Information, Contact:

October 26, 2009

Steve Laflin, President and CEO

 

(208) 524-5300




INTERNATIONAL ISOTOPES INC. ANNOUNCES EXECUTION OF AN AGREEMENT WITH

THE STATE OF NEW MEXICO ENVIRONMENT DEPARTMENT



Idaho Falls, ID.  October 26, 2009 – International Isotopes Inc. (OTC Bulletin Board: INIS) announces it has entered into an Agreement with the State of New Mexico Environment Department (NMED) that establishes mutually agreed upon license limits for INIS’s planned uranium de-conversion and fluorine extraction processing facility. The completion of this Agreement is an important step towards licensing and constructing a uranium de-conversion and fluorine extraction processing facility in the State of New Mexico.


International Isotopes announced the selection of Hobbs, New Mexico as the site for the uranium de-conversion processing facility this past March.  Prior to, and since that time, the Company has been working diligently to address regulatory issues associated with the facility and educating the public and investment community about the important “green” ecological aspects of the facility.  The facility is expected to have a significant positive economic impact in New Mexico and public support for the project remains strongly positive.  The Company has been active in working with the State of New Mexico and local area residents since site selection to ensure continued understanding of the project and its benefits to New Mexico and to the nuclear industry.  


Steve Laflin, the Company’s President and CEO said,” This Memorandum of Agreement is important for two reasons.  First, it represents completion of an important step in the preparation of the NRC license application.  Second, it typifies the Company’s continued commitment to protecting the environment and working closely with NMED to ensure project transparency and regulatory cooperation.  The Agreement implements certain terms for the facility that have been mutually agreed upon.  Both parties have agreed that these terms will be incorporated into the Company’s Nuclear Regulatory Commission (NRC) license application and eventually into the NRC license itself, where applicable.”


Ron Curry, New Mexico Cabinet Secretary for the Environment Department, stated “We’ve diligently worked out an agreement that will protect the state and the citizens of New Mexico into the future while also allowing International Isotopes to operate here.  The agreement exceeds specifications for the facility that New Mexico could have achieved through the federal licensing process. We are gratified to reach an agreement that stipulates no waste from the facility will be disposed within the State of New Mexico.”


The INIS facility is planned for a location about 15 miles west of Hobbs, New Mexico and will consist of both depleted uranium de-conversion and fluorine gas extraction processes.  INIS holds patents that give it exclusive rights to the Fluorine Extraction Process (FEP), which produces high value, high purity gases in conjunction with uranium de-conversion, and thus, provides a key commercial advantage to the de-conversion plant.  INIS expects to hire about 150 construction workers for the project and anticipates that it will eventually have a full time staff of approximately 130 to 150 employees for plant operations. Construction of the facility is anticipated to begin in the third quarter in 2011, after Nuclear Regulatory Commission licensing is complete, and to begin operations in late 2012.






About International Isotopes Inc.


International Isotopes Inc. manufactures a full range of nuclear medicine calibration and reference standards, high purity fluoride gases, and a variety of cobalt-60 products such as teletherapy sources.  The Company also provides a wide selection of radioisotopes and radiochemicals for medical devices, calibration, clinical research, life sciences, and industrial applications and provides a host of analytical, measurement, recycling, and processing services on a contract basis to clients.


International Isotopes Inc. Safe Harbor Statement


Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the statements regarding the importance of the NMED Agreement to the overall NRC license process, continued progress towards licensing and constructing a major uranium de-conversion and fluorine extraction processing facility, the significance of the economical impact such a facility will have in the State of New Mexico, and the prospects of establishing long term contracts with prospective customers and identifying sources of capital to support the project.  Information contained in such forward-looking statements is based on current expectations and is subject to change.  These statements involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of International Isotopes Inc. to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Other factors, which could materially affect such forward-looking statements, can be found in International Isotopes Inc.'s filings with the Securities and Exchange Commission at www.sec.gov, including our annual report on Form 10-K for the year ending December 31, 2008.  Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements made herein are only made as of the date of this press release and International Isotopes, Inc. undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.


-End-