SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________________________________
FORM
10-K/A
(Amendment
No. 1)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the fiscal year ended March 31,
2008
OR
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ___________ to ___________
Commission
File Number 000-51430
INDEX
OIL AND GAS INC.
(Exact
Name of Registrant as Specified in its Charter)
|
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)
|
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
|
Common
Stock - $0.001 par value
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
¨
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
¨
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
x
No
¨
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405)
is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
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
|
|
|
(Do not check if a
smaller reporting company)
|
|
|
Indicated by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes
¨
No
x
.
The
aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing price of the registrant’s common stock as
reported on the OTC Bulletin Board on September 28, 2007 was
$46,365,872.
As of July 15, 2008, there were
outstanding 71,473,994 shares of common stock.
Documents
Incorporated By Reference
None
EXPLANATORY NOTE
Index
Oil and Gas Inc. (hereinafter referred to as “Index”, “Index Inc.”, the
“Company”, “we”, “us” or “our”) is filing this Amendment No. 1 on Form
10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year
ended March 31, 2008, originally filed on June 30, 2008 (the “Original Report”),
for the sole purpose of including the information required by Part III of Form
10-K. Accordingly, Items 10, 11, 12, 13 and 14 of Part III of our Original
Report are replaced in their entirety with the information provided herein. This
Form 10-K/A does not amend, update or change any other items or disclosure in
the Original Report or reflect events that occurred after the date of the
Original Report. Therefore, this Amendment should be read in conjunction with
our Original Report and our other filings made with the United States Securities
and Exchange Commission (SEC) subsequent to the filing of the Original
Report.
We
have also included as exhibits the certifications required under
Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
statements are contained within this Amendment, we are not including
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance.
The
following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions held by each, as of March
31, 2008.
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.
|
Background
of Executive Officers and Directors
The
following sets the biographical information about our executive officers and
directors as provided to us each respective individual:
Mr. Lyndon West
, who founded
Index Ltd in February of 2003, has been the Chief Executive Officer (“CEO”) of
the Company since January 20, 2006. Mr. West has 25 years experience in the oil
and natural gas Industry. Prior to the foundation of Index Ltd, Mr. West was New
Venture Services Practice Director and previously CEO of the International
Division of IHS Energy where he was responsible for the development of business
relationships worldwide. Mr. West joined IHS Energy from IEDS Limited, a venture
capital backed company he co-founded and managed from start-up through to the
eventual acquisition by IHS Energy in 1998.
Mr. Andrew Boetius
, a founding
director of Index Ltd, has been the Chief Financial Officer (“CFO”) and a
Director of the Company since January 20, 2006. Mr. Boetius, a qualified UK
Chartered Management Accountant, has spent the majority of his career in the
exploration, production, and energy sectors. He held a number of roles during a
14 year career with Amerada Hess Corporation, both in its upstream and
downstream businesses. In his last role Mr. Boetius held the role of Finance
Director for its United Kingdom (“UK”) energy marketing and trading business,
and was a member of the management team that successfully sold this division to
the TXU group. Prior to joining Index he performed an interim management role
for Fortum Group, successfully achieving the divestment of their UK energy
marketing business.
Mr. Daniel Murphy
has been the
Chairman of the Board of Directors (“Chairman”) and Secretary of the Company
since January 20, 2006. Mr. Murphy joined Index in early 2005 and shortly
afterward, was appointed Chairman of Index Ltd and then, Chairman of Index in
January 2006. Mr. Murphy has over 40 years of experience in energy
sector industries. He has held management and executive positions (career roles
have included Chairman, CEO, President, Company and Non-executive Director and
Project Director) in major international operating and contracting companies
such as Shell Oil, IIAPCO, Occidental Petroleum, Intrepid Energy (North Sea)
Ltd, Santa Fe International, Brown & Root, Kvaerner H&G, and Aker
Maritime (UK) Ltd. Mr. Murphy’s worldwide operational experience includes the
Gulf of Mexico, South East Asia, Middle East, South America, North Africa,
Poland and the North Sea. Until the sale of Intrepid Energy (North Sea) Ltd. in
2004 Mr. Murphy served as Engineering and Production Director for over seven
years where he was instrumental in the development and delineation of the giant
Buzzard field, a 500 million plus (recoverable) barrel oil
find.
Mr. David Jenkins
has been a
founding Director of Index Ltd and the Company since January 20, 2006. Mr.
Jenkins has 34 years experience in global hydrocarbon exploration. He was
instrumental in developing the integrated exploration process that resulted in
Conoco being an industry leader in terms of commercial success rate and the
number of significant discoveries of a size greater than 100 million Boe. In
addition Mr. Jenkins was responsible for the analysis and opinion that led to
major discoveries in the Gulf of Paria (Venezuela) and the Cuu Long basin in
Vietnam. Projects for ConocoPhillips included the evaluation and ranking of over
50 basins and 100+ plays to develop a high-grade, focused exploration program.
From 2005 to May 2008, Mr. Jenkins headed up the International New Ventures
Group within Marathon Oil
Dr. Michael Scrutton
was a
Director of the Company from January 20, 2006 until his death in December
2007.
All
current directors hold office until the next annual meeting of our stockholders
and until their successors have been duly elected and qualified. Our executive
officers are elected by, and serve at the designation and appointment of the
Board of Directors. Some of our directors and executive officers also serve in
various capacities with our subsidiaries.
Family
Relationships
There
are no family relationships among any of our directors and executive
officers.
Code
of Ethics
On
March 31, 2006 the Company’s Board of Directors adopted a formal Code of Ethics
and Business Conduct that applies to its Chief Executive Officer and Chief
Financial Officer, as well as to the directors, officers and employees of the
Company. A copy of the Company’s Code of Ethics was filed as Exhibit 14.1 to its
Annual Report filed with the SEC on Form 10-KSB on April 10,
2006.
Section
16(a) Beneficial Ownership Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of our Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, the following persons have
failed to file, on a timely basis, the identified reports required by Section
16(a) of the Exchange Act as of March 31, 2008:
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
|
Audit
Committee
The
Company does not have an audit committee. The full Board of Directors acts as
the audit committee for all purposes relating to communications with the
auditors and responsibility for oversight of the audit. The Board has not
adopted any written charter governing its activity as the de facto audit
committee. The Board of Directors does not currently contain an independent
financial expert
.
Item
11. Executive Compensation.
The
following table sets forth information concerning the total compensation that
the Company has paid or that has accrued on behalf of our chief executive
officer and other named executive officers and directors with annual
compensation exceeding $100,000 during the year ended March 31,
2008:
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
Year
|
Salary
($)
|
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 $1.9614, respectively equal one
British pound.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth information for the named executive officers and
directors regarding the number of shares subject to both exercisable and
unexercisable stock options, as well as the exercise prices and expiration dates
thereof, as of March 31, 2008:
|
Option
Awards
|
Stock
Awards
|
|
|
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
|
DIRECTOR
COMPENSATION
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.
|
With
the exception of Michael Scrutton and David Jenkins, we do not currently pay our
directors for attending meetings of our Board of Directors, although we expect
to adopt a policy for compensating directors for attending meetings of our Board
of Directors in the future. Several of our directors, who are also our officers,
receive compensation for the services rendered to us pursuant to their
employment agreements entered into with either our Company or Index Ltd., our
wholly owned subsidiary.
Employment
Agreements
Index
Ltd had initially entered into employment and non-executive agreements, with the
following five directors of Index Ltd, which became effective as of January 1,
2006. Subsequently, Mr. Jenkins’ non-executive agreement was assigned and
transferred from Index Ltd. to Index. In connection with these agreements, Mr.
West, Mr. Boetius, Mr. Murphy and Mr. Scrutton (until December 2007) serve as
directors and/or officers of our Company and will be compensated for the
provision of services to us pursuant to the agreements entered into with Index
Ltd. Mr. Jenkins serves as a non-executive director of our Company
and will be compensated for the provision of his services to us pursuant to his
employment agreement as assigned by Index Ltd. The following are the material
terms of these agreements:
|
•
|
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.
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The
following table sets forth the number of and percent of the Company's common
stock beneficially owned by:
|
|
•
|
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:
|
The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our capital stock outstanding
on June 30, 2008, and all shares of our common stock issuable to that person in
the event of the exercise of outstanding options and other derivative securities
owned by that person which are exercisable within 60 days of June 30, 2008.
Except as otherwise indicated, the persons listed below have sole voting and
investment power with respect to all shares of our capital stock owned by
them.
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.
|
2006
Incentive Stock Option Plan
On
March 14, 2006, and effective as of January 20, 2006, we adopted the 2006
Incentive Stock Option Plan (the “Plan”) providing for the issuance of up to
5,225,000 shares of Common Stock underlying the incentive stock options, to be
awarded to our Company’s and/or its subsidiaries’ officers, directors, employees
and consultants. Pursuant to the Plan, (i) during the 2006 fiscal year, we
granted options to purchase an aggregate of 4,577,526 shares of our Common Stock
exercisable at $0.35 per share to the newly appointed directors and officers
that held options to purchase ordinary shares of Index Ltd prior to the
completion of the reverse merger, as well as to our newly appointed directors
and officers; (ii) during the 2007 fiscal year, we granted options to purchase
500,000 shares of our Common Stock exercisable at $1.42 per share to a former
executive officer, of which 250,000 options to purchase shares of our Common
Stock expire on July 31, 2008 and 250,000 options to purchase shares of our
Common Stock were forfeited upon his resignation effective November 1, 2007; and
(iii) during the 2008 fiscal year, we granted options to purchase 375,000 shares
of our Common Stock to employees and consultants exercisable at prices ranging
from $0.51 to $0.83.
The
principal terms and conditions of the stock options granted under the Plan are
that vesting of the options granted occurs in three stages (unless otherwise
agreed to by the board of directors): (1) 50% on the date of the grant; (2) 25%
on the first anniversary of the grant date; and (3) 25% on the second
anniversary of the grant date. The stock options granted under the Plan are
generally non transferable other than to a legal or beneficial holder of the
options upon the option holder’s death. The rights to vested but unexercised
stock options cease to be effective: (1) 18 months after death of the stock
options holder; (2) 6 months after Change of Control of the Company; 12 months
after loss of office due to health related incapacity or redundancy; or (5) 12
months after the retirement of the options holder from a position with
Index.
Of the
options to purchase an aggregate of 5,077,526 shares of Common Stock that were
granted under the Plan, the following stock options have been granted to our
directors and/or officers:
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
|
Stock
Grants
Effective
as of January 20, 2006, we granted bonus awards, in the form of shares of our
common stock as follows: 101,265 to Mr. Lyndon West and 101,264 to each of
Messrs. Andrew Boetius and David Jenkins, in consideration of Index Ltd reaching
certain performance objectives. On March 31, 2007, in consideration of the
Company reaching certain performance objectives, we granted bonus awards, in the
form of 37,500 shares of our common stock to a former executive officer, of
which 25,000 shares of common stock were forfeited upon his
resignation.
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
Transactions
with Related Persons
None
in the current fiscal year ended March 31, 2008.
Parents
None.
Promoters
and control persons
None.
Board
of Directors Determination of Independence
Our
Board of Directors has determined that Mr. David Jenkins is “independent” as
that term is defined by the National Association of Securities Dealers Automated
Quotations (“NASDAQ”). Under the NASDAQ definition, an independent
director is a person who (1) is not currently (or whose immediate family members
are not currently), and has not been over the past three years (or whose
immediate family members have not been over the past three years), employed by
the company; (2) has not (or whose immediate family members have not) been paid
more than $100,000 during the current or past three fiscal years; (3)
has not (or whose immediately family has not) been a partner in or controlling
shareholder or executive officer of an organization which the company made, or
from which the company received, payments in excess of the greater of $200,000
or 5% of that organizations consolidated gross revenues, in any of the most
recent three fiscal years; (4) has not (or whose immediate family members have
not), over the past three years been employed as an executive officer of a
company in which an executive officer of the Company has served on that
company’s compensation committee; or (5) is not currently (or whose immediate
family members are not currently), and has not been over the past three years
(or whose immediate family members have not been over the past three years) a
partner of the Company’s outside auditor. A director who is, or at any time
during the past three years, was employed by the Company or by any parent or
subsidiary of the Company, shall not be considered independent.
Although
we are not listed on a NASDAQ stock market, we have adopted the NASDAQ
definition of independence to determine the independence of our board
members. As an over-the-counter bulletin board company, we are not
required to maintain and do not maintain a majority of our board as independent
directors. If we are to apply for listing on a stock exchange, we
will be required to meet that exchange's specific requirements for board of
directors independence prior to listing or within the periods prescribed by
transition rules for the exchange.
Item
14. Principal Accountant Fees and Services.
All
fees for 2008 and 2007 set forth in the table below were pre-approved by the
Board of Directors which determined that such services would not impair the
independence of the auditor and are consistent with the SEC’s rules on auditor
independence.
Fees
Paid to RBSM LLP for Fiscal Years 2008 and 2007:
|
|
|
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.
|
PART
IV
ITEM
15. Exhibits and Financial Statement Schedules.
(a)
(1)(2) Financial Statements
and Financial Statement Schedules
No
financial statements or schedules are filed with this report on Form
10-K/A.
(3)
Exhibits
The
following is a list of the exhibits filed or furnished with this report on Form
10-K/A. The full list of the exhibits to the Original Report can be found in the
Exhibit Index which precedes immediately the exhibits filed or furnished with
this Amendment.
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.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
INDEX
OIL AND GAS INC.
|
|
|
|
|
|
Date: July
29, 2008
|
By:
|
/s/
Lyndon
West
|
|
|
|
Lyndon
West
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Index
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.
|
14
Index Oil and Gas (CE) (USOTC:IXOG)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Index Oil and Gas (CE) (USOTC:IXOG)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024