- Securities Registration: Employee Benefit Plan (S-8)

As filed with the Securities and Exchange Commission on March  13, 2009

Registration Statement No. 333-_______

 

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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)		20-0815369 (I.R.S. Employer Identification No.)
10000 Memorial Drive, Suite 440 Houston, Texas (Address of principal executive offices)		77024 (Zip Code)

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

[phone]

(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

[phone]

 

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	Amount to be registered(1)		Proposed maximum offering price per share(2)				Proposed maximum aggregate offering price(2)				Amount of registration fee
Common Stock, par value $.001 per share	5,500,000 shares		$	0.10			$	550,000			$	21.62

(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.

(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.	Plan Information .*
Item 2.	Registrant Information and Employee Plan Annual Information .*

 

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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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

       

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:

(a)

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.

(b)

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:

(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.

(c)

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.

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, [phone].

 

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Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

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.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

The following documents are filed as exhibits to this Registration Statement:

4.1

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)

5.1

Opinion of Thompson & Knight LLP

23.1

Consent of Thompson & Knight LLP (included in the opinion of Thompson & Knight LLP filed herewith as Exhibit 5.1)

23.2

Consent of RBSM LLP

24.1

Power of Attorney (included on signature page of this Registration Statement)

 

Item 9.

Undertakings.

 

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:

 

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(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.

 

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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.

 

	INDEX OIL AND GAS INC.
	By:	/s/ Andrew Boetius
		Andrew Boetius
		Chief Financial Officer

 

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		Title		Date
/s/ LYNDON WEST		President, Chief Executive Officer and Director		March 13, 2009
Lyndon West
/s/ ANDREW BOETIUS		Chief Financial Officer and Director		March 13, 2009
Andrew Boetius
/s/ DANIEL MURPHY		Chairman of the Board of Directors		March 13, 2009
Daniel Murphy
/s/ DAVID JENKINS		Director		March 13, 2009
David Jenkins

 

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INDEX TO EXHIBITS

 

 

Exhibit Number                                                                 Exhibit

4.1

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)

5.1

Opinion of Thompson & Knight LLP

23.1

Consent of Thompson & Knight LLP (included in the opinion of Thompson & Knight LLP filed herewith as Exhibit 5.1)

23.2

Consent of RBSM LLP

24.1

Power of Attorney (included on signature page of this Registration Statement)

 

 

 

 

 

 

 

 

 

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