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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Index Oil and Gas Inc (CE) | USOTC:IXOG | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Nevada
|
20-0815369
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
|
10000
Memorial Drive, Suite 440
Houston,
Texas 77024
(Address
of principal executive offices, including zip
code)
|
(713)
683-0800
|
(Registrant’s
Telephone Number, including area
code)
|
Title
of each class
|
Common
Stock - $0.001 par value
|
Large accelerated filer ¨ | Accelerated filer ¨ | ||
Non-accelerated filer ¨ | Smaller reporting company x | ||
(Do not check if a smaller reporting company) |
Name
|
Age
|
Position(s)
|
Director
Since
|
Lyndon
West (1)
|
48
|
Director
and Chief Executive Officer
|
January
2006
|
Andrew
Boetius (1)
|
44
|
Director
and Chief Financial Officer (Principal Accounting Officer and Principal
Accounting Officer)
|
January
2006
|
Daniel
Murphy (1)
|
65
|
Chairman
of the Board of Directors and Secretary
|
January
2006
|
David
Jenkins (1)
|
58
|
Director
|
January
2006
|
(1)
|
Each
of the respective directors and officers of the Company was appointed to
his position effective as of January 20,
2006.
|
Name
and Relationship
|
Number
of Late Reports
|
Transactions
Not Timely Reported
|
Known
Failures to File a Required Form
|
Lyndon
West
|
0
|
0
|
0
|
Andrew
Boetius
|
0
|
0
|
0
|
Daniel
Murphy
|
0
|
0
|
0
|
David
Jenkins
|
0
|
0
|
0
|
Michael
Scrutton
|
0
|
0
|
0
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($) (5)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($) (1)
|
Total
($)
|
Lyndon
West
CEO
and Director (2)
|
2008
|
169,930
(4)
|
--
|
--
|
--
(5)
|
--
|
--
|
16,993
(6)
|
186,923
|
2007
|
118,501
(4)
|
73,553
|
--
|
--
(5)
|
--
|
--
|
--
|
192,054
|
|
Andrew
Boetius
CFO
and Director (3)
|
2008
|
158,603
(4)
|
--
|
--
|
--
(5)
|
--
|
--
|
15,860
(6)
|
174,463
|
2007
|
114,415
(4)
|
68,649
|
--
|
--
(5)
|
--
|
--
|
--
|
183,064
|
|
Daniel
Murphy
Chairman
|
2008
|
158,603
(4)
|
--
|
--
|
--
(5)
|
--
|
--
|
20,267
(6)
|
178,870
|
2007
|
114,415
(4)
|
68,649
|
--
|
--
(5)
|
--
|
--
|
--
|
183,064
|
(1)
|
With
the exception of reimbursement of expenses incurred by our named executive
officers during the scope of their employment, none of the named executive
officers received any other compensation, perquisites or personal benefits
in excess of $10,000 in the year ended March 31,
2007.
|
(2)
|
Appointed
as the Company’s CEO and a director in January of
2006.
|
(3)
|
Appointed
as the Company’s CFO and a director in January of
2006.
|
(4)
|
From
April 1, 2006 to October 30, 2006, Mr. West, Mr. Boetius and Mr. Murphy
received an annual salary of $98,070 each. Effective as of November 1,
2006, their annual salaries were increased to $147,105, $137,298 and
$137,298, respectively. On April 1, 2007, their annual salaries increased
to 169,930, $158,603 and $158,603, respectively. The amounts
stated for fiscal year 2007 (ended March 31, 2007) represent their
aggregate salaries paid based on a pro rata basis of the applicable annual
base salary amounts.
|
(5)
|
The
remaining 370,916 stock options out of the original grant by the Company
of 1,482,584 stock options made on January 20, 2006 to each of Mr. West
and Mr. Boetius vested during the fiscal year ended March 31, 2008. The
remaining 277,717 stock options out of the original grant by the Company
of 1,110,870 stock options made on January 20, 2006 to Mr. Murphy vested
during the fiscal year ended March 31, 2008. During the fiscal
year ended March 31, 2007, 370,916 stock options out of the original grant
by the Company of 1,482,584 stock options made on January 20, 2006 to each
of Mr. West and Mr. Boetius vested. In addition, 277,717 stock options out
of the original grant by the Company of 1,110,870 stock options made on
January 20, 2006 to Mr. Murphy vested during the fiscal year ended March
31, 2007.
|
(6) | Represents an annual pension contribution equal to ten percent of base annual salary for Mr. West, Mr. Boetius and Mr. Murphy. It also includes a pro rata portion for seven months of annual contribution by the Company to Mr. Murphy’s medical and life insurance in the combined amount of $4,407. |
|
All
2008 and 2007 British pound-denominated executive compensation amounts
were translated into U.S. dollars based on March 31, 2008 and March 30,
2007 exchange rates of U.S. $1.9875 and $1.9614, respectively equal one
British pound.
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
Lyndon
West
|
1,482,584
|
--
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
Andrew
Boetius
|
1,482,584
|
--
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
Daniel
Murphy
|
1,110,871
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
|
David
Jenkins
|
301,375
|
--
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
Michael
Scrutton
|
200,112
|
--
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
Name
(a)
|
Fees
Earned or Paid in Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)(1)
|
Non-Equity
Incentive Plan Compensation
($)
(e)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
(f)
|
All
Other Compensation
($)
(g)
|
Total
($)
(h)
|
Lyndon
West
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Andrew
Boetius
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Daniel
Murphy
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
John
Williams
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
David
Jenkins
|
18,900
(1)
|
--
|
--
|
--
|
--
|
--
|
18,900
|
Michael
Scrutton
|
16,101
(1)
|
--
|
--
|
--
|
--
|
--
|
16,101
|
(1)
|
The
salaries for Mr. Jenkins and Mr. Scrutton in the year to March 31, 2008
were $1,575 per month and $1,789 per month, respectively. The amounts
stated represent Mr. Scrutton’s aggregate annual compensation paid on a
pro rata basis of the applicable annual salary until his death in December
2007.
|
• | Full time Employment Agreements with Mr. West and Mr. Boetius. The agreements initially provided for Mr. West and Mr. Boetius to receive each an annual salary of $90,909 per year. Effective as of April 1, 2007, Mr. West’s annual salary was $169,930 and Mr. Boetius’ annual salary was $158,600. Mr. West’s and Mr. Boetius’ employment agreements provide for continuous employment without a set date of termination. Index Ltd may terminate Mr. West’s or Mr. Boetius’ employment when Mr. West or Mr. Boetius, respectively reach such age as Index’s Board of Directors determines as the appropriate retirement age for the senior employees of our Company. Mr. West and Mr. Boetius may terminate their employment with Index Ltd upon not less than 3 months notice. Additionally, Index Ltd may terminate Mr. West’s and/or Mr. Boetius’ employment agreement upon not less than 6 months notice. Pursuant to Termination of Control protection, upon termination of Mr. West’s or Mr. Boetius’ employment due to a change of control of Index Ltd, Mr. West and/or Mr. Boetius are entitled to severance pay. The severance pay is equal to four times the amount of Mr. West’s or Mr. Boetius’ compensation package, respectively, as defined in the agreements; | |
|
•
|
A
full time Employment Agreement with Mr. Murphy. The agreement initially
provided for Mr. Murphy to receive an annual salary of $75,000 per year,
which effective as of April 1, 2007, was $158,600. Mr. Murphy’s is
employed continuously by Index Ltd. without a set date of termination;
however, his employment is terminated immediately upon his death or
permanent disability. Index Ltd. may also terminate Mr. Murphy’s
employment upon six months notice. Mr. Murphy may terminate his employment
upon three months notice to Index Ltd. Pursuant to his employment
agreement Index Ltd. provides Mr. Murphy with Directors Liability
Insurance and contributes to his private pension plan. Furthermore, the
employment agreement provides for a Termination of Control Protection
which entitles Mr. Murphy to receive an amount equivalent to four times of
annual compensation amount; and
|
• | Non executive director Service Agreements with Mr. Scrutton and Mr. Jenkins, whose non-executive director Service Agreement was subsequently assigned to Index Oil by Index Ltd. Under the Agreements during the year ended March 31, 2008 Mr. Jenkins received a salary of $1,575 per month, and Mr. Scrutton received a salary of $1,789 per month. Mr. Scrutton’s employment terminated in December 2007 upon his death. Mr. Jenkins’ employment is terminated immediately upon his death or permanent disability. Mr. Jenkins’ employment may also be terminated by Index Oil or Index Ltd, as applicable, upon three months written notice. Mr. Jenkins may terminate his employment upon three months written notice to the applicable entity. Pursuant to his employment agreement, as an alternative to serving notice, Index Oil or Index Ltd., as applicable, may, in its absolute discretion, terminate his employment without prior notice and make a payment in compensation for loss of employment equal to the salaries which he would otherwise have received during his notice period. Furthermore, his employment agreement provides for a Termination of Control Protection which entitles Mr. Jenkins to achieve vesting of his unvested stock options up to the date of termination. | |
* | Certain compensation amounts are based on salaries that are to be paid in British pounds. All 2008 and 2007 British pound-denominated executive compensation amounts were translated into U.S. dollars based on March 31, 2008 and March 31, 2007 exchange rates of U.S. $1.9875 and $1.9614, respectively equal one British pound. |
|
•
|
all
directors and nominees, naming
them,
|
|
•
|
our
named executive officers,
|
|
•
|
our
directors and executive officers as a group, without naming them,
and
|
|
•
|
persons
or groups known by us to own beneficially 5% or more of our Common Stock
or our Preferred Stock having voting
rights:
|
Name
and Address of Owner
|
Title
of Class
|
Capacity
with Company
|
Number
of Shares Beneficially Owned
(1)
(2)
|
Percentage
of Class
|
Lyndon
West
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
CEO
and Director
|
5,801,671
(3)
|
7.92%
|
Andrew
Boetius
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
Chief
Financial Officer and Director
|
2,740,553
(4)
|
3.75%
|
Daniel
Murphy
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
Chairman
of the Board and Secretary
|
1,548,924
(5)
|
2.13%
|
David
Jenkins
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
Director
|
1,303,228
(6)
|
1.82%
|
Douglas
Wordsworth
44
Heath Lane,
Little
Sutton, Ellesmere Port, Cheshire, UK CH66 NT
|
Common
Stock
|
--
|
3,829,433
(7)
|
5.35%
|
All
officers and Directors as a Group (4 persons)
|
Common
Stock
|
--
|
11,394,376
|
14.96%
|
(1)
|
This
column represents the total number of votes each named stockholder is
entitled to vote upon matters presented to the stockholders for a
vote.
|
(2)
|
Applicable
percentage ownership is based on 71,455,594 shares of Common Stock
outstanding as of June 30, 2008, together with securities exercisable or
convertible into shares of Common Stock within 60 days of June 30, 2008,
for each stockholder. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Shares of
Common Stock that are currently exercisable or exercisable within 60 days
of June 30, 2008, are deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other
person.
|
(3)
|
Includes
(i) warrants to purchase 266,380 shares of Common Stock of the Company
exercisable at $0.14 per share, and (ii) options to purchase 1,482,584
shares of Common Stock of the Company exercisable at $0.35 per share,
which are presently exercisable or exercisable within 60
days.
|
(4)
|
Includes
(i) warrants to purchase 124,488 shares of Common Stock of the Company
exercisable at $0.14 per share, and (ii) options to purchase 1,482,584
shares of Common Stock of the Company exercisable at $0.35 per share,
which are presently exercisable or exercisable within 60
days.
|
(5)
|
Includes
(i) options to purchase 1,110,871 shares of Common Stock of the Company
exercisable at $0.35 per share, which are presently exercisable or
exercisable within 60 days.
|
(6)
|
Includes
(i) warrants to purchase 12,539 shares of Common Stock of the Company
exercisable at $0.14 per share, and (ii) options to purchase 200,112
shares of Common Stock of the Company exercisable at $0.35 per share,
which are presently exercisable or exercisable within 60
days.
|
(7)
|
Includes
warrants to purchase 42,126 shares of Common Stock of the Company
exercisable at $0.14 per share which are presently exercisable or
exercisable within 60 days.
|
Lyndon
West
|
1,482,584
options
|
Andrew
Boetius
|
1,482,584
options
|
Daniel
Murphy
|
1,110,871
options
|
David
Jenkins
|
200,112
options
|
Michael
Scrutton (deceased)
|
301,375
options
|
FYE
2008
|
FYE
2007
|
|||||||||||||||
$
|
%
|
$
|
%
|
|||||||||||||
Audit
Fees
|
104,850 | 88.3 | 222,000 | 87.4 | ||||||||||||
Audit-Related
Fees
|
- | - | - | - | ||||||||||||
Tax
Fees
|
10,525 | 8.9 | 15,000 | 5.9 | ||||||||||||
All
Other Fees (1)
|
3,350 | 2.8 | 17,000 | 6.7 |
(1)
|
Fees
for other professional services related to our Registration Statements
that we filed with the SEC on Form SB-2 and on Form S-8 rendered by our
principal accountants during the fiscal years ended March 31, 2007 and
March 31, 2008.
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.
|
INDEX
OIL AND GAS INC.
|
|||||||
Date: July
29, 2008
|
By:
|
/s/
Lyndon
West
|
|||||
Lyndon
West
|
|||||||
President
and Chief Executive Officer
|
|||||||
|
Exhibit
Number
|
Description
|
|
3(i)(1)
|
Articles
of Incorporation of Index Oil and Gas Inc., Inc. (4)
|
|
3(i)(2)
|
Certificate
of Amendment to the Articles of Incorporation of Index Oil and Gas Inc.
(the “Company”), filed with the Secretary of the State of Nevada on
November 30, 2005, changing the name of the Company from Thai One On Inc.
to Index Oil and Gas Inc., Inc., and increasing the number of authorized
shares from 25,000,000 to 75,000,000. (1)
|
|
3(i)(2)
|
Certificate
of Amendment to the Articles of Incorporation of Index Oil and Gas Inc.
(the “Company”), filed with the Secretary of the State of Nevada on
September 21, 2006, increasing the number of authorized shares from
75,000,000 to 500,000,000, and creating a class of preferred stock,
authorizing the issuance of 10,000,000 shares, $0.001 par value per share,
of preferred stock. (7)
|
|
3(ii)
|
Bylaws
of Index Oil and Gas Inc. (4)
|
|
10.1
|
Acquisition
Agreement between Index Oil and Gas Inc., certain stockholders of Index
Oil & Gas Ltd, and Briner Group Inc. dated January 20, 2006.
(1)
|
|
10.2
|
Form
of Share and Warrant Exchange Agreement entered into by and between Index
Oil and Gas Inc., Inc. and certain Index Oil & Gas Ltd stockholders.
(1)
|
|
10.3+
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Lyndon
West, dated January 20, 2006. (1)
|
|
10.4+
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Andy
Boetius, dated January 20, 2006. (1)
|
|
10.5+
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Daniel
Murphy, dated January 20, 2006. (1)
|
|
10.6+
|
Letter
Agreement entered into by and between Index Oil & Gas Ltd and David
Jenkins, dated January 20, 2006. (1)
|
|
10.7+
|
Letter
Agreement entered into by and between Index Oil & Gas Ltd and Michael
Scrutton, dated January 20, 2006. (1)
|
|
10.8+
|
Employment
Agreement entered into by and between Index Oil and Gas Inc. and John G.
Williams, dated August 29, 2006. (5)
|
|
10.9
|
Form
of Subscription Agreement dated as of January 20, 2006.
(1)
|
|
10.10
|
Form
of Subscription Agreement dated as of August 29 and October 4, 2006.
(6)
|
|
10.11
|
Form
of Registration Rights Agreement dated as of August 29, 2006.
(6)
|
|
10.12+
|
Index
Oil and Gas Inc. 2006 Incentive Stock Option Plan. (9)
|
|
10.13
|
Securities
Purchase Agreement dated as of November 5, 2007. (10)
|
|
10.14
|
Form
of Warrant to Purchase Common Stock.
(10)
|
14.1
|
Code
of Ethics and Business Conduct for officers, directors and employees of
Index Oil and Gas Inc. adopted by the Company’s Board of Directors on
March 31, 2006. (3)
|
|
21.1
|
List
of subsidiaries of the Company. (11)
|
|
23.1
|
Consent
of RBSM LLP. (11)
|
|
23.2
|
Consent
of Ancell Energy Consulting, Inc. (11)
|
|
31.1
|
Certification
by Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act. *
|
|
31.2
|
Certification
by Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act. *
|
|
32.1
|
Certification
by Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of
the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
States Code. (11)
|
|
32.2
|
Certification
by Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of
the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
States Code. (11)
|
*
Filed Herewith
|
+
Compensatory plan or arrangement
|
(1)
Incorporated by reference to the Company’s Amended Current Report filed on
Form 8-K/A with the SEC on March 15, 2006.
|
(2)
Incorporated by reference to the Company’s Annual Report filed on Form
10-K with the SEC on July 17, 2006.
|
(3)
Incorporated by reference to the Company’s Annual Report filed on Form
10-KSB with the SEC on April 10, 2006.
|
(4)
Incorporated by reference to the Company’s Registration Statement filed on
Form SB-2 with the SEC on May 24, 2004.
|
(5)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 8, 2006.
|
(6)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 11, 2006.
|
(7)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 28, 2006.
|
(8)
Incorporated by reference to the Company’s Registration Statement filed on
Form SB-2 with the SEC on October 11, 2006.
|
(9)
Incorporated by reference to the Company’s Registration Statement filed on
Form S-8 with the SEC on October 3, 2007.
|
(10)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on February 29, 2008.
(11)
Incorporated by reference to the Company’s Annual Report filed on Form
10-K with the SEC on June 30, 2008.
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