As filed with the Securities and Exchange Commission
on March 20, 2015 |
Registration
No. 333- |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. GEOTHERMAL INC.
(Exact name of registrant as specified in its charter)
Delaware |
84-1472231 |
(State or jurisdiction of incorporation or organization) |
(I.R.S. Employee Identification No.) |
390 E. Parkcenter Blvd., Suite 250
Boise, Idaho
83706
(208) 424-1027
(Address, including zip code, and
telephone number, including area code of registrants principal executive
offices)
Dennis J. Gilles
Chief Executive
Officer
390 E. Parkcenter Blvd.,
Boise, Idaho
83706
(208) 424-1027
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copy to:
Christopher J. Barry and
Kimberley R. Anderson
Dorsey & Whitney LLP
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104-7043
(206)
903-8800
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. [ ]
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. (Check one):
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ] |
Smaller reporting company [X] |
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(Do not check if a smaller |
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reporting company) |
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CALCULATION OF REGISTRATION FEE
|
|
Proposed |
Proposed |
|
|
|
Maximum |
Maximum |
|
Title of Each Class of |
Amount to be |
Aggregate Price |
Aggregate Offering |
Amount of |
Securities To Be Registered(1) |
Registered |
Per Unit(1) |
Price(1) |
Registration Fee (1) |
Common Stock, $0.001 par value per share |
684,916 |
$0.47 |
$321,911 |
$38 |
(1) |
Estimated pursuant to Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the amount
of the registration fee, based on the average high and low prices for the
registrants common stock on March 16, 2015 as quoted on the NYSE MKT
Stock Exchange. |
____________________
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the Securities and Exchange
Commission
declares our registration statement effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 20, 2015
PRELIMINARY PROSPECTUS
U.S. GEOTHERMAL INC.
684,916 shares of Common
Stock
This is a public offering of up to 684,916 shares of the common
stock, par value $0.001 per share, of U.S. Geothermal Inc., (we, us, or the
Company), by the selling stockholders listed beginning on page 3 of this
prospectus. All of the shares being offered, when sold, will be sold by selling
stockholders.
We will not receive any proceeds from the sale of the shares by
the selling stockholders. We will pay the expenses of registering the shares
sold by the selling stockholders. See Selling Stockholders beginning on page 3
for a list of the selling stockholders.
These shares of common stock were registered to permit the
selling stockholders to sell the shares from time to time, in amounts and at
prices and on terms determined at the time of the offering. The selling
stockholders may sell the shares of our common stock covered by this prospectus
in a number of different ways and at prevailing market prices or privately
negotiated transactions. We provide more information about how the selling
stockholders may sell the shares in the section entitled Plan of Distribution
beginning on page 7 of this prospectus.
Our common stock is listed on the NYSE MKT LLC (the NYSE MKT)
under the symbol HTM and on the Toronto Stock Exchange (the TSX) under the
symbol GTH. On March 19, 2015 the last reported sale price for our common
stock on each exchange was $0.48 and Cdn.$0.62 per share, respectively.
An investment in our securities involves a high degree of
risk. Before you invest, you should carefully read this prospectus, including
the Risk Factors beginning on page 3 of this prospectus, together with any
prospectus supplement and the documents we incorporate by reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is
, 2015.
____________________
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
under the Securities Act of 1933, as amended (the Securities Act), that we
filed with the Securities and Exchange Commission (the SEC) using a
shelf registration process. Under this shelf registration process, the selling
stockholders may, from time to time, sell or otherwise dispose of our common
stock. We may also add, update or change in the prospectus supplement any of the
information contained in this prospectus.
You should rely only on the information contained in this
document or to which we have referred you. We and the selling stockholders have
not authorized anyone to provide you with different or inconsistent information.
If anyone provides you with different or inconsistent information, you should
not rely on it. The selling stockholders are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus, any prospectus
supplement, the documents incorporated by reference in this prospectus and any
prospectus supplement, and any free writing prospectus is accurate only as of
the date of those respective documents. You should read this prospectus, any
prospectus supplement, the documents incorporated by reference in this
prospectus and any prospectus supplement, and any free writing prospectus when
making your investment decision. You should also read and consider the
information in the documents we have referred you to in the prospectus entitled
Incorporation by Reference.
As permitted by the rules and regulations of the SEC, the
registration statement that contains this prospectus incorporates by reference
important information that is not contained in this prospectus but that is
contained in documents that we file with the SEC. You may read and obtain copies
of these documents and the other reports we file with the SEC at the SECs web
site, www.sec.gov, or at the SECs offices described below under the heading
Where You Can Find More Information.
The distribution or possession of this prospectus in or from
certain jurisdictions may be restricted by law. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it
is not permitted to make such offer or sale.
Our functional currency is the United States dollar. All
references to dollars or $ are to United States dollars and all references
to Cdn.$ are to Canadian dollars.
Summary of Our Business
U.S. Geothermal is in the renewable green energy business.
Through our subsidiary, U.S. Geothermal Inc., an Idaho corporation (Geo-Idaho,
although our references to the Company include and refer to our operations
through Geo-Idaho), we are engaged in the acquisition, development and
utilization of geothermal resources in the Western Region of the United States
of America. Geothermal energy is the natural heat energy stored within the
earths crust. In some areas of the earth, economic concentrations of heat
energy result from a combination of geological conditions that allow water to
penetrate into hot rocks at depth, become heated, and then circulate to a near
surface environment. In these settings, commercially viable extraction of the
geothermal energy and its conversion to electricity become possible and a
geothermal resource is present.
Please carefully read both this prospectus and any prospectus
supplement together with the additional information described below under
Incorporation by Reference and Where You Can Find More Information. Our
principal corporate and executive offices are located at 390 E. Parkcenter
Blvd., Boise, Idaho 83706. Our telephone number is (208) 424-1027. We maintain a
website at www.usgeothermal.com. Information contained on our website is
not part of this prospectus.
The Offering
We are registering for resale shares of our common stock held
by the selling stockholders listed in this prospectus. The selling stockholders
acquired the securities in the following transaction.
2
On October 14, 2014, we entered an Agreement and Plan of Merger
(the Merger Agreement) with Earth Power Resources, Inc., a Delaware
corporation (Target), and USG Crescent Valley Inc., a Delaware corporation and
wholly owned subsidiary of ours (Merger Subsidiary). Under the Merger
Agreement, Merger Subsidiary merged with and into Target, with Target surviving
the merger as a wholly-owned subsidiary of the Company (the Merger). Under the
Merger Agreement, each outstanding share of Target was cancelled and converted
into the right to receive shares of the Company.
Under the terms of the Merger Agreement, we agreed to file a
registration statement with the SEC and use reasonable efforts to cause it to
become effective.
On December 12, 2014, we completed the Merger. The registration
statement of which this prospectus is a part registers 684,916 shares of common
stock acquired under the Merger Agreement.
RISK FACTORS
An investment in our common stock involves a significant degree
of risk. You should carefully consider the risk factors and all of the other
information included in this prospectus, any prospectus supplement and the
documents we have incorporated by reference into this prospectus and any
prospectus supplement, including those in Item 1A Risk Factors in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2014 (our Annual
Report), as updated by annual, quarterly and other reports and documents we
file with the SEC after the date of this prospectus and that are incorporated by
reference into this prospectus, in evaluating an investment in our common stock.
If any of these risks were actually to occur, our business, financial condition
or results of operations could be materially adversely affected. If the selling
stockholders offer and sell any common stock pursuant to a prospectus
supplement, we may include in the applicable prospectus supplement additional
risk factors relevant to those shares of common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in
this prospectus contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve a number of risks and uncertainties. We caution readers that
any forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. These forward-looking statements are based on the
current beliefs and expectations of our management and are subject to
significant risks and uncertainties. If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results may differ
materially from current expectations and projections. You can find many of these
statements by looking for words like believes, expects, anticipates,
intends, estimates, may, should, will, could, plan, predict,
potential, or similar expressions in this prospectus or in documents
incorporated by reference in this prospectus. Risks, uncertainties, and other
factors that might cause such differences, some of which are material, include,
but are not limited to, the factors discussed under the section of this
prospectus entitled Risk Factors.
USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds
from the sales of common stock offered under this prospectus. We will not
receive any proceeds from the sale of common stock by the selling stockholders.
SELLING STOCKHOLDERS
This prospectus covers the offering of up to 684,916 shares of
our common stock by the selling stockholders.
The shares issued to the selling stockholders are restricted
shares under applicable federal and state securities laws and are being
registered to give the selling stockholders the opportunity to sell their
shares. The registration of such shares does not necessarily mean, however, that
any of these shares will be offered or sold by the selling stockholders. The
selling stockholders may from time to time offer and sell all or a portion of
their shares in the over-the-counter market, in negotiated transactions, or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices.
3
We will receive no proceeds from the sale of the registered
shares, and we have agreed to bear the expenses of registration of the shares,
other than commissions and discounts of agents or broker-dealers and transfer
taxes, if any.
Selling Stockholders Information
The following is a list of the selling stockholders who own an
aggregate of 684,916 shares of our common stock covered in this prospectus. The
number of shares beneficially owned by each selling stockholder is listed as at
closing of the Merger on December 12, 2014.
|
Before
Offering |
|
After Offering |
Name |
Total Number
of Shares Beneficially Owned |
Percentage of Shares
Owned(1) |
Number of
Shares Offered(2) |
Shares
Owned(3) |
Percentage of Shares Owned |
Ronald C. Barr |
155,301 |
* |
155,301 |
- |
* |
Dalo Living Trust(4) |
89,865 |
* |
89,865 |
- |
* |
Colin Goranson |
43,624 |
* |
43,624 |
- |
* |
Robert E. Thomas Rev Trust U/A Dtd 1/17/92(5) |
41,006 |
* |
41,006 |
- |
* |
Daniel Marentette |
31,627 |
* |
31,627 |
- |
* |
David C. Stoller and Barbara W. Stoller(6) |
25,084 |
* |
25,084 |
- |
* |
Evans Industries Inc.(7) |
19,413 |
* |
19,413 |
- |
* |
Gerard A. Byrne |
18,734 |
* |
18,734 |
- |
* |
Berry J. Mullennix |
17,231 |
* |
17,231 |
- |
* |
Carol R. Ryser |
13,087 |
* |
13,087 |
- |
* |
Marathon Capital Markets, LLC(8) |
12,215 |
* |
12,215 |
- |
* |
Hayne Ellis, III |
11,997 |
* |
11,997 |
- |
* |
Peter C. van de Kamp |
10,906 |
* |
10,906 |
- |
* |
Phoenix Flight, LLC(9) |
10,906 |
* |
10,906 |
- |
* |
Kathryn N. Spangler |
8,891 |
* |
8,891 |
- |
* |
Robert J. & Mary Ann Swain Rev Trust
3/14/2001(10) |
8,725 |
* |
8,725 |
- |
* |
Martin A. Buckley |
8,725 |
* |
8,725 |
- |
* |
Harry C. Johnson |
8,725 |
* |
8,725 |
- |
* |
Randy Harris |
8,725 |
* |
8,725 |
- |
* |
David B. Hart |
8,725 |
* |
8,725 |
- |
* |
Tom Mitchell |
8,725 |
* |
8,725 |
- |
* |
4
|
Before
Offering |
|
After Offering |
Name |
Total Number
of Shares Beneficially Owned |
Percentage of Shares
Owned(1) |
Number of
Shares Offered(2) |
Shares
Owned(3) |
Percentage of Shares Owned |
James Gabriel Vizzard |
7,290 |
* |
7,290 |
- |
* |
Therese Vizzard |
7,290 |
* |
7,290 |
- |
* |
Renee Worthington |
7,290 |
* |
7,290 |
- |
* |
Michele M. Wozniak |
7,290 |
* |
7,290 |
- |
* |
Joseph Stephen Vizzard |
7,289 |
* |
7,289 |
- |
* |
John F. Crotty |
6,631 |
* |
6,631 |
- |
* |
David Kirk OConnell |
6,544 |
* |
6,544 |
- |
* |
Ford C. OConnell |
6,544 |
* |
6,544 |
- |
* |
Gaedeke Energy, LLC(11) |
6,544 |
* |
6,544 |
- |
* |
Dickey Trust Dated 12/2/98(12) |
5,671 |
* |
5,671 |
- |
* |
Michael L. Bradley |
5,671 |
* |
5,671 |
- |
* |
Victoria Douglas Thoreson |
4,362 |
* |
4,362 |
- |
* |
Jeffrey D. Stoermer |
4,362 |
* |
4,362 |
- |
* |
John H. Williams, Jr. |
4,362 |
* |
4,362 |
- |
* |
Chatham Advisors, LLC(13) |
4,362 |
* |
4,362 |
- |
* |
Tamara Walden |
4,362 |
* |
4,362 |
- |
* |
Julius A. Nicolai |
4,097 |
* |
4,097 |
- |
* |
Alan K. Davis |
3,272 |
* |
3,272 |
- |
* |
Murray Froikin |
3,272 |
* |
3,272 |
- |
* |
John Mark Nichels |
2,726 |
* |
2,726 |
- |
* |
John C. McKelvey |
2,356 |
* |
2,356 |
- |
* |
Republic Geothermal, Inc.(14) |
2,181 |
* |
2,181 |
- |
* |
David R. Reilly |
1,497 |
* |
1,497 |
- |
* |
Kathleen Marie Landis |
1,451 |
* |
1,451 |
- |
* |
Willis H. Thompson, Jr. |
1,309 |
* |
1,309 |
- |
* |
Michael Kevin Thompson |
1,309 |
* |
1,309 |
- |
* |
John K. Crotty |
1,309 |
* |
1,309 |
- |
* |
Dr. Richard J. Fuss |
728 |
* |
728 |
- |
* |
Joseph P. Whalen and Sandra D. Whalen(15) |
436 |
* |
436 |
- |
* |
Franz Weber |
436 |
* |
436 |
- |
* |
5
|
Before
Offering |
|
After
Offering |
Name |
Total
Number of Shares Beneficially
Owned |
Percentage of Shares
Owned(1) |
Number of Shares
Offered(2) |
Shares
Owned(3) |
Percentage of Shares Owned |
Michael F. Walsh |
436 |
* |
436 |
- |
* |
* |
Represents less than one percent of the
outstanding common stock. |
(1) |
All percentages are based on 107,063,029 shares of common
stock issued and outstanding on March 6, 2015. |
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(2) |
Under the terms of the Merger Agreement, half of each
stockholders shares are being held in escrow until June 12, 2015 and such
shares in escrow may not be offered prior to that date. |
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(3) |
This table assumes that each stockholder will sell all of
the shares it acquired in the Merger during the effectiveness of the
registration statement that includes this prospectus. Stockholders are not
required to sell their shares. See Plan of Distribution. |
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(4) |
Representatives of this stockholder have advised us that
Dale L. Schwarzhoff is trustee for Dalo Living Trust and has sole voting
and dispositive control over the common stock held by Dalo Living
Trust. |
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|
(5) |
Representatives of this stockholder have advised us that
Robert E. Thomas is trustee for Robert E. Thomas Rev Trust U/A Dtd 1/17/92
and has sole voting and dispositive control over the common stock held by
Robert E. Thomas Rev Trust U/A Dtd 1/17/92. |
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|
(6) |
David C. Stoller and Barbara W. Stoller hold this common
stock jointly and share voting and dispositive control over this common
stock. |
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|
(7) |
Representatives of this stockholder have advised us that
Robert B. Evans has sole voting and dispositive control over the common
stock held by Evans Industries Inc. |
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(8) |
Representatives of this stockholder have advised us that
Marathon Capital Markets, LLC is managed by Marathon Capital, LLC and that
Robert Braasch and Richard Brandt share voting and dispositive power over
all of the common stock owned by Marathon Capital Markets, LLC. |
|
|
(9) |
Representatives of this stockholder have advised us that
Peter Dunev has sole voting and dispositive control over the common stock
held by Phoenix Flights, LLC. |
|
|
(10) |
Representatives of this stockholder have advised us that
Robert J. Swain and Mary Ann Swain are co- trustees for Robert J. &
Mary Ann Swain Rev Trust 3/14/2001 and share voting and dispositive
control over the common stock held by Robert J. & Mary Ann Swain Rev
Trust 3/14/2001. |
|
|
(11) |
Representatives of this stockholder have advised us that
Sabine Gaedeke Stener has sole voting and dispositive control over all of
the common stock held by Gaedeke Energy, LLC. |
|
|
(12) |
Representatives of this stockholder have advised us that
Pamela B. Dickey is trustee for Dickey Trust Dated 12/2/98 and has sole
voting and dispositive control over the common stock held by Dickey Trust
Dated 12/2/98. |
|
|
(13) |
Representatives of this stockholder have advised us that
Steven T. Nicolai has sole voting and dispositive control over the common
stock held by Chatham Advisors, LLC. |
6
(14) |
Representatives of this stockholder have advised us that
Timothy M. Evans, Edgar Wellbaum and Barry Rose share voting and
dispositive control over all of the common stock held by Republic
Geothermal, Inc. |
|
|
(15) |
Joseph P. Whalen and Sandra D. Whalen hold this common
stock jointly and share voting and dispositive control over this common
stock. |
We have no knowledge of any other arrangements, including any
pledge by any person of our securities, the operation of which may at a
subsequent date result in a change in control of the Company.
PLAN OF DISTRIBUTION
Each selling stockholder of our common stock and any of their
pledgees, donees, transferees, assignees and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on the NYSE MKT or
the TSX or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A selling stockholder may use any one or more of the
following methods when selling shares:
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ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers; |
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block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer, as principal, and
resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the
rules of the applicable exchange; |
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privately negotiated transactions; |
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settlement of short sales entered into after
the effective date of the registration statement of which this prospectus
is a part; |
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a broker-dealer may agree with a selling
stockholder to sell a specified number of such shares at a stipulated
price per share; |
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a combination of any such methods of sale; |
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through the writing or settlement of options or
other hedging transactions, whether through an options exchange or
otherwise; or |
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any other method permitted pursuant to
applicable law. |
A selling stockholder may also sell shares under Rule 144 under
the Securities Act, if available, rather than under this
prospectus.
Broker-dealers engaged by the selling stockholders may arrange
for other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 5110.
In connection with the sale of the common stock or interests
therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in
short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of the common stock short
and deliver these securities to close out their short positions, or loan or
pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
7
The selling stockholders and any broker-dealers or agents that
are involved in selling the shares may be deemed to be underwriters within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling stockholder has
informed the Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any underwriter or other person to
distribute the common stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed customary fees and
commissions.
The selling stockholders may from time to time pledge or grant
a security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus after we have filed an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus.
We are required to pay certain fees and expenses incurred by us
incident to the registration of the shares, but we will not receive any proceeds
from the sale of the common stock by the selling stockholders.
The selling stockholders and any underwriters, broker-dealers
or agents that participate in the sale of the shares of common stock may be
underwriters within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of such
shares may be underwriting discounts and commissions under the Securities Act.
Any selling stockholder who is an underwriter within the meaning of Section
2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and the provisions of the Securities Exchange
Act of 1934 (the Exchange Act), as amended, and the rules thereunder relating
to stock manipulation.
The shares will be sold only through registered or licensed
broker-dealers if required under applicable state securities laws. In addition,
in certain states, the shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
LEGAL MATTERS
The validity of the common stock offered by this prospectus has
been passed upon for us by Dorsey & Whitney LLP.
EXPERTS
The consolidated balance sheet of the Company as of December
31, 2014, and the related consolidated statements of stockholders equity,
operations, and cash flows of the Company for the period then ended, which are
incorporated by reference into this prospectus, have been so included in
reliance on the report of MartinelliMick PLLC, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information we
file with it. This means that we can disclose important information to you by
referring you to those documents. Any information we reference in this manner is
considered part of this prospectus. Information we file with the SEC after the
date of this prospectus will automatically update and, to the extent
inconsistent, supersede the information contained in this prospectus.
We incorporate by reference the documents listed below, and
future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (excluding, unless otherwise provided therein or
herein, information furnished pursuant to Item 2.02 and Item 7.01 on any Current
Report on Form 8-K, or corresponding information furnished under Item 9.01 or
included as an exhibit ) after the date of the initial registration statement
and prior to effectiveness of the registration statement and after the
effectiveness of this registration statement and before the termination of the
offering:
8
|
|
our Annual Report filed with the SEC on March
16, 2015; and |
|
|
all other documents filed by us with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus but prior to the termination of the offering of
the securities made by this prospectus. |
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, upon written or oral request of any such
person, a copy of any or all of the reports or documents that we incorporate by
reference in this prospectus contained in the registration statement (except
exhibits to the documents that are not specifically incorporated by reference)
at no cost to you, by writing or calling us at:
U.S. Geothermal Inc.
390 E. Parkcenter Blvd., Suite 250
Boise, ID 83706
(208) 424-1027
Information about us is also available at our website at
www.usgeothermal.com. However, the information in our website is not a part of
this prospectus and is not incorporated by reference into this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SECs web site at www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference rooms at:
100 F Street, N.E.
Room 1580
Washington, D.C.
20549
You may call the SEC at 1-800-SEC-0330 for more information on
the public reference rooms and their copy charges. This prospectus is part of a
registration statement and, as permitted by SEC rules, does not contain all of
the information included in the registration statement. Whenever a reference is
made in this prospectus to any of our contracts or other documents, the
reference may not be complete and, for a copy of the contract or document, you
should refer to the exhibits that are part of the registration statement.
9
684,916 Shares
U.S. GEOTHERMAL INC.
Common Stock
____________
PROSPECTUS
____________
The date of this prospectus is
, 2015
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table sets forth the estimated costs and
expenses, other than underwriting discounts and commissions, payable by the
registrant in connection with the offering of the securities being registered.
All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee |
$ |
38 |
|
Accounting fees and expenses(1) |
|
1,000 |
|
Legal fees and expenses(1) |
|
10,000 |
|
Miscellaneous expenses(1) |
|
15 |
|
Total(1) |
$ |
11,053 |
|
(1) |
Estimated for purposes of completing the information
required pursuant to this Item 14. |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
Delaware Law) authorizes a court to award, or a corporations board of
directors to grant, indemnity to directors and officers in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933. Article XII of the registrants Certificate of Incorporation provides
for indemnification of officers, directors and other employees of the registrant
to the fullest extent permitted by Delaware Law. Article XIII of the
registrants Certificate of Incorporation provides that directors shall not be
personally liable to the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of a
directors duty of loyalty to the registrant or our stockholders, (ii) for acts
and omissions that are not in good faith or that involve intentional misconduct
or knowing violation of law, (iii) under Section 174 of the Delaware Law, or
(iv) for any transaction from which the director derived any improper benefit.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
See the Exhibit Index hereto.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales of securities are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement.
II-1
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, That:
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser:
|
(i) |
If the registrant is relying on Rule
430B; |
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) of
this chapter as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) of this
chapter for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date.
(5) That, for the purpose of
determining liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
II-2
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) To deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(8) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(9) That:
(i) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii) For the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on the 20th of
March, 2015.
U.S. Geothermal Inc. |
|
By: /s/ Dennis J.
Gilles |
Name: Dennis J. Gilles |
Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Dennis J. Gilles, Kerry
D. Hawkley and Douglas J. Glaspey, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with the powers of substitution
and revocation, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-3, and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 that all such attorneys-in-fact and agents or any of
them, 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 has been signed by the following persons on behalf
of the registrant in the capacities and on March 20, 2015.
Name |
|
Title |
|
|
|
/s/ Dennis J.
Gilles |
|
Chief Executive Officer and Director |
Dennis J. Gilles |
|
(Principal Executive Officer) |
|
|
|
/s/ Kerry D.
Hawkley |
|
Chief Financial Officer and Corporate Secretary |
Kerry D. Hawkley |
|
(Principal Financial and Accounting Officer) |
|
|
|
/s/ Douglas J.
Glaspey |
|
President, Chief Operating Officer and Director |
Douglas J. Glaspey |
|
|
|
|
|
/s/ John H. Walker |
|
Chairman and Director |
John H. Walker |
|
|
|
|
|
/s/ Paul A. Larkin |
|
Director |
Paul A. Larkin |
|
|
|
|
|
/s/ Leland R. Mink |
|
Director |
Leland R. Mink |
|
|
II-4
EXHIBIT INDEX
* |
To be filed, if necessary, by amendment or as
an exhibit to a Current Report on Form 8-K, Quarterly Report on Form 10-Q,
or Annual Report on Form 10-K, subsequent to the effective date of this
registration statement. |
II-5
Exhibit 5.1
March 20, 2015
U.S. Geothermal Inc. |
390 E. Parkcenter Blvd., |
Boise, Idaho 83706 |
|
Re: |
Registration Statement on Form S-3
|
Ladies and Gentlemen:
We have acted as counsel to U.S.
Geothermal Inc., a Delaware corporation (the Company), in connection with a
Registration Statement on Form S-3 (the Registration Statement) filed by the
Company with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act), relating to the offer
and sale by certain selling stockholders of up to 684,916 shares of common
stock, par value $0.001 per share, of the Company (the Shares).
We have examined such documents
and have reviewed such questions of law as we have considered necessary or
appropriate for the purposes of our opinion set forth below. In rendering our
opinion set forth below, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to us as copies. We
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons. As to questions of fact material to our opinion, we have relied
upon certificates or comparable documents of officers and other representatives
of the Company and of public officials.
Based on the foregoing, we are of
the opinion that the Shares have been validly issued and are fully paid and
non-assessable.
Our opinion expressed above is limited
to the Delaware General Corporation Law.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement, and to the
reference to our firm under the heading Legal Matters in the prospectus
constituting part of the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
|
Very truly yours, |
|
|
|
/s/ Dorsey & Whitney LLP
|
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our audit report dated March 13, 2015,
with respect to the consolidated balance sheets of U.S. Geothermal Inc. as of
December 31, 2014 and 2013, and the related consolidated statements of
stockholders equity, income, and cash flows for the years then ended. We also
consent to the reference to us under the heading Experts in such Registration
Statement.
MartinelliMick PLLC
March 19, 2015
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