As filed
with the Securities and Exchange Commission on March 13,
2009
Registration
Statement No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Index
Oil and Gas Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction
of
incorporation or organization)
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20-0815369
(I.R.S.
Employer Identification No.)
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10000 Memorial Drive, Suite
440
Houston,
Texas
(Address of principal
executive offices)
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77024
(Zip
Code)
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Index
Oil and Gas Inc.
2008
Stock Incentive Plan
(Full
title of the Plan)
Andrew
Boetius
Chief
Financial Officer
10000
Memorial Drive, Suite 440
Houston,
Texas 77024
(713)
683-0800
(Name,
address and telephone number of agent for service)
Copy
to:
Thomas
R. Lamme
Thompson
& Knight LLP
333
Clay Street, Suite 3300
Houston,
Texas 77002
(713)
654-8111
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large
accelerated filer
£
Accelerated
Filer
£
Non-accelerated
Filer
£
Smaller
reporting company
R
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title
of securities to be
registered
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Amount
to be
registered(1)
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Proposed
maximum offering
price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount
of
registration
fee
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Common
Stock, par value $.001 per share
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5,500,000
shares
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$
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0.10
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$
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550,000
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$
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21.62
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(1)
Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to the shares covered hereby are also
registered hereunder.
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(2)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the “Securities
Act”) and based on the average of the high and low bid and asked prices of
the common stock reported on the Over-the-Counter Bulletin Board on March
12, 2009.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
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Plan
Information
.*
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Item
2.
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Registrant Information
and Employee Plan Annual
Information
.*
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*
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Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form
S-8.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
following documents have been filed by the Registrant with the Securities and
Exchange Commission (the “Commission”) and are incorporated by reference in this
Registration Statement:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2008, filed on June 30, 2008, and on Form 10-K/A (to include
Part III information) filed on July 29,
2008.
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(b)
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The
following reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), since
the end of the fiscal year ended March 31,
2008:
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(i)
the
Registrant’s Quarterly Reports on Form 10-Q, filed on August 14, 2008, November
14, 2008, and February 17, 2009; and
(ii)
the
Registrant’s Current Reports on Form 8-K, filed on July 8, 2008, September 5,
2008, October 9, 2008, December 12, 2008, and March 6, 2009; provided, however,
that documents or information deemed to have been furnished and not filed in
accordance with Commission rules (Items 2.02 and 7.01 of Form 8-K) shall not be
deemed incorporated by reference into this Registration Statement.
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(c)
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The
description of the common stock, par value $.001 per share (the “Common
Stock”), of the Registrant set forth under the Registrant’s Form 8-A filed
on July 11, 2005, as amended and updated by the Registrant’s Form 8-A/A
filed on March 13, 2006.
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In
addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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
provided,
however, that documents or information deemed to have been furnished and not
filed in accordance with Commission rules shall not be deemed incorporated by
reference into this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes 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. Upon the written
or oral request of any person to whom a copy of this Registration Statement has
been delivered, the Company will provide without charge to such person a copy of
any and all documents (excluding exhibits thereto unless such exhibits are
specifically incorporated by reference into such documents) that have been
incorporated by reference into this Registration Statement but not delivered
herewith. Requests for such documents should be addressed to: Index
Oil and Gas Inc., 10000 Memorial Drive, Suite 440, Houston, Texas 77024,
Attention: Chief Financial Officer, (713) 683-0800.
Item
4.
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Description of
Securities.
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Not applicable.
Item
5.
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Interests of Named
Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification of
Directors and Officers.
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The
Registrant’s articles of incorporation, as amended, provide to the fullest
extent permitted by Nevada law that the Registrant’s directors or officers shall
not be personally liable to the company or its shareholders for damages for
breach of such director’s or officer’s fiduciary duty. The effect of this
provision of the articles of incorporation, as amended, is to eliminate the
Registrant’s rights and the Registrant’s shareholders (through shareholders’
derivative suits on behalf of the company) to recover damages against a director
or officer for breach of the fiduciary duty of care as a director or officer
(including breaches resulting from negligent or grossly negligent behavior),
except under certain situations defined by statute. These indemnification
provisions in the articles of incorporation, as amended, are necessary to
attract and retain qualified persons as directors and
officers.
Section
78.7502 of the Nevada Revised Statutes provides that a corporation may indemnify
a director, officer, employee or agent made a party to an action by reason of
that fact that he or she was a director, officer employee or agent of the
corporation or was serving at the request of the corporation against expenses
actually and reasonably incurred by him or her in connection with such action if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and with respect
to any criminal action, had no reasonable cause to believe his or her conduct
was unlawful.
Item
7.
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Exemption from
Registration Claimed.
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Not
applicable.
The
following documents are filed as exhibits to this Registration
Statement:
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4.1
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Index
Oil and Gas Inc. 2008 Stock Incentive Plan (incorporated by reference to
Exhibit 10.2 of the Registrant’s Form 10-Q filed on February 17,
2009)
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5.1
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Opinion
of Thompson & Knight LLP
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23.1
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Consent
of Thompson & Knight LLP (included in the opinion of Thompson &
Knight LLP filed herewith as Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page of this Registration
Statement)
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The
Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales 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 this 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 this 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 a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 this Registration Statement.
(2) That,
for the purposes of determining any liability under the Securities Act of 1933,
each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 purposes of determining any liability under the Securities Act of 1933
to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed part of and included in this Registration Statement
as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of this
Registration Statement or made in a document incorporated or deemed incorporated
by reference into this Registration Statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any
statement that was made in this Registration Statement or prospectus that was
part of this Registration Statement or made in any such document immediately
prior to such effective date.
(5) That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(6) 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.
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
Houston, State of Texas, on this 13th day of March 2009.
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INDEX OIL AND GAS
INC.
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By:
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/s/ Andrew
Boetius
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Andrew
Boetius
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Chief Financial Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that the undersigned directors and officers of Index Oil
and Gas Inc., a Nevada corporation, which is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, hereby constitute and
appoint Lyndon West 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 such Registration Statement and any or
all amendments to the Registration Statement, and all other documents in
connection therewith to be filed with the Securities and Exchange Commission,
granting unto said 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact as agent, or his substitute, 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 in the capacities and on the dates
indicated.
Signature
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Date
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/s/
LYNDON WEST
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President,
Chief Executive Officer and Director
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Lyndon
West
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/s/
ANDREW BOETIUS
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Chief
Financial Officer and Director
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/s/
DANIEL MURPHY
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Chairman
of the Board of Directors
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March
13, 2009
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Daniel
Murphy
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/s/ DAVID
JENKINS
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Director
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March
13, 2009
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David
Jenkins
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INDEX
TO EXHIBITS
Exhibit
Number
Exhibit
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4.1
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Index
Oil and Gas Inc. 2008 Stock Incentive Plan (incorporated by reference to
Exhibit 10.2 of the Registrant’s Form 10-Q filed on February 17,
2009)
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5.1
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Opinion
of Thompson & Knight LLP
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23.1
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Consent
of Thompson & Knight LLP (included in the opinion of Thompson &
Knight LLP filed herewith as Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page of this Registration
Statement)
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II-5
Grafico Azioni Index Oil and Gas (CE) (USOTC:IXOG)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Index Oil and Gas (CE) (USOTC:IXOG)
Storico
Da Set 2023 a Set 2024