UNITED
STATES
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,
2009
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:
Title
of each class
|
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 whether the registrant has submitted electronically and posted on
its website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such
files). Yes
¨
No
x
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.
¨
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 30, 2008 was
$19,389,292.
As of
July 14, 2009, there were outstanding 71,656,852 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, 2009, originally filed on July 10, 2009 (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, 2009.
Name
|
Age
|
Position(s)
|
Director
Since
|
|
|
|
|
Lyndon
West (1)
|
49
|
Director
and Chief Executive Officer
|
January
2006
|
Andrew
Boetius (1)
|
45
|
Director,
Chief Financial Officer (Principal Accounting Officer and Principal
Financial Officer) and Secretary
|
January
2006
|
Daniel
Murphy (1)
|
66
|
Chairman
of the Board of Directors
|
January
2006
|
David
Jenkins (1)
|
59
|
Director
|
January
2006
|
Dr.
Ronald Bain (2)
|
62
|
Chief
Operating Officer
|
Not
applicable
|
(1)
|
Each
of these respective directors and officers of the Company was appointed to
his position effective as of January 20, 2006.
|
(2)
|
Dr.
Bain was appointed to his position effective July 1,
2008.
|
Background
of Executive Officers and Directors
The
following sets the biographical information about our executive officers and
directors, as provided to us, for 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 26 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 35 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. Ronald Bain
has been Chief
Operating Officer since June 1, 2008. Dr. Bain has over 35 years experience
within the energy sector. Prior to joining the Company in 2008, Dr. Bain was the
Corporate Exploration Advisor and Vice President of Geosciences of Houston-based
Endeavour International Corporation, an independent energy company established
to find and develop oil and gas reserves in the North Sea. Dr. Bain
provided independent risk assessment of drilling opportunities and was
responsible for characterizing exploration inventories. From 1983 to 2001, Dr.
Bain worked with Anadarko Petroleum Corporation. He held numerous management
positions in technology and exploration, both in the domestic United States and
finally as Manager of International Exploration.
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. Except as disclosed below, to our knowledge all
reports required by Section 16(a) of the Exchange Act were filed timely in the
reporting year to March 31, 2009 and there were no known failures to file a
required form:
During
the year each of Lyndon West, Andrew Boetius, Daniel Murphy and David Jenkins
failed to timely file a Form 4 relating to a stock award made in the year to
each of them.
During
the year each of Lyndon West, Andrew Boetius, Daniel Murphy and David Jenkins
filed a Form 3/A, amending a Form 3 initially filed in a prior year, which
inadvertently excluded the grant of certain unvested stock options, and all of
which have now vested.
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; however Mr. Boetius serves as a financial expert for the Board
of Directors. Because of the Company’s size it would be unduly burdensome and
costly to have a separate independent audit committee and financial expert
.
Compensation
and Nominating Committees
The
Company does not have a standing nominating committee, the function of which is
performed by the full Board of Directors. The Company also does not have a
formal process for how shareholders may make recommendations to the Board of
Directors on nominees for the Board of Directors. Because of the Company’s size
it would be unduly burdensome and costly to have a separate nominating
committee.
The
Company has a remuneration committee, whose members comprise our Chairman and
our non-executive Director.
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 $100,000 during the year ended March 31,
2009:
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($) (1) (4) (7)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Lyndon
West
CEO
and Director (2)
|
2009
|
118,001
(4)
|
--
|
3,495 (8)
|
--
(5)
|
--
|
--
|
10,019
(6)
|
131,515
|
|
2008
|
169,930
|
--
|
--
|
--
(5)
|
--
|
--
|
16,993
6)
|
186,923
|
Andrew
Boetius
CFO
and Director (3)
|
2009
|
110,134
(4)
|
--
|
3,262 (8)
|
--
(5)
|
--
|
--
|
9,351
(6)
|
122,747
|
|
2008
|
158,603
|
--
|
--
|
--
(5)
|
--
|
--
|
15,860
(6)
|
174,463
|
Daniel
Murphy
Chairman
|
2009
|
66,080
(4)
|
--
|
1,957
(8)
|
--
(5)
|
--
|
--
|
11,382
(6)
|
79,419
|
|
2008
|
158,603
|
--
|
--
|
--
(5)
|
--
|
--
|
20,267
(6)
|
178,870
|
Dr
Ronald Bain
COO
(7)
|
2009
|
247,500
(7)
|
|
71,354
(7)
|
--
|
--
|
--
|
--
|
318,854
|
|
2008
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1)
|
With
the exception of reimbursement of expenses incurred during the scope of
their employment or services, only amounts received in aggregate in excess
of $9,000 for other compensation, perquisites or personal benefits in the
year ended March 31, 2009 are reported as All Other Compensation for the
named executive officers.
|
(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)
|
For
the year to March 31, 2009, the annual salaries for Mr. West and
Boetius were $133,586 and $124,680, respectively, and for Mr. Murphy
$74,808 (for three days working per week). For the period December 1, 2008
to February 28, 2009 salaries were paid at a 70% level and from March 1,
2009 at a 50% level. Payment of pension contributions were suspended
effective January 1, 2009. Each employee is entitled to an award of stock
of a value equivalent to and in lieu of foregone salary and pension
contributions. See note 8
below.
|
(5)
|
All
the original grants by the Company of stock options made on January 20,
2006 of 1,482,584 to each of Mr. West and Mr. Boetius and of 1,110,870 to
Mr. Murphy vested prior to March 31, 2008.
|
|
|
(6)
|
Represents
an annual pension contribution equal to ten percent of base annual salary
for Mr. West, Mr. Boetius and Mr. Murphy, for the period April 2007 to
December 2008. Also see notes 4 and 8. It also includes an
annual payment by the Company of Mr. Murphy’s medical and life insurance
coverage in the combined amount of $5,772 for 2009 and $4,407 for
2008.
|
|
|
(7)
|
Effective
July 1, 2008, Dr. Bain was appointed to the newly created position of
Chief Operating Officer of Index Oil and Gas Inc. (the “Company”). Dr.
Bain joined the Company as its Senior Vice President of Exploration and
Production on February 1, 2008. Dr. Bain provides exploration, production
and strategic business services to the Company pursuant to the terms of an
Agreement for Exploration, Production and Strategic Services between the
Company and ConRon Consulting Inc. (“ConRon”), of which Dr. Bain is the
sole owner. All of the compensation under that Agreement, and amended and
restated, is included for the whole of the year to March 31, 2009, of
which base compensation is included in the column “Salary”.
ConRon was also awarded certain bonuses paid in shares of
common stock of the Company, and the value of such stock that was approved
and issued in the year to March 31, 2009 is included in the column “Stock
Awards”. The value of the stock awards are calculated in the following
manner: (1) under the original agreement, for 98,152 shares of stock that
were awarded, based on the ruling stock price on the relevant contractual
award and vesting dates; (2) under the amended and restated agreement,
being the sum of contractual daily monetary bonuses due, and for which
66,167 shares of stock were awarded in the year based on the ruling stock
price on the date of approval of the award by the board of
directors.
|
(8)
|
55,643
shares in aggregate were awarded as a stock award under the 2008 Stock
Incentive Plan to Mr. Murphy, Mr. West and Mr. Boetius in lieu of reduced
salary for the month of December 2008. Equivalent arrangements for reduced
salaries and benefits for these individuals continued for the months of
January 2009 through May 2009, with stock awards due following the end of
the period. For these employees, under a provisional calculation an
aggregate of 422,288 shares are issuable for the period January to March
2009, and a further 521,879 for the months of April and May 2009, and
assuming the Company does not withhold any shares otherwise distributable
in order to satisfy any tax obligations with respect to the issuance of
such shares. The equivalent amounts of foregone salary are as follows: (1)
for the period January to March 2009: Total $41,969; Mr. West $16,309; Mr.
Boetius $15,222; Mr. Murphy $10,438; (2) for the period April to May 2009:
Total $35,725; Mr. West $13,979; Mr. Boetius $13,048; Mr. Murphy $8,698.
These awards are subject to approval of the Board of Directors and have
not been made as of the date of this report. All awards are to be made
under the shareholder approved 2008 Stock Incentive Plan. The Board of
Directors is also currently seeking to extend the reduced salary
arrangements through to July 31, 2009. No compensation is included in this
table for stock awards that have not yet been approved and made. For the
purposes of calculating the value of salary and benefits foregone an
exchange rate of U.S $1.5 equal to one British pound has been
used.
|
|
All
fiscal year 2009 and 2008 British pound-denominated executive compensation
amounts were translated into U.S. dollars based on March 31, 2009 and
March 30, 2008 exchange rates of U.S. $1.4334 and $1.9875, respectively,
equal to one British pound, unless otherwise
disclosed.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth information for the named executive officers and
directors regarding the number of shares subject to both exercisable and
unexercisable stock options, as well as the exercise prices and expiration dates
thereof, as of March 31, 2009:
|
Option
Awards
|
Stock
Awards (1)
|
|
|
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
|
200,112
|
--
|
--
|
0.35
|
1/20/11
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Dr.
Ronald Bain
|
--
|
--
|
--
|
--
|
--
|
N/A
|
N/A
|
N/A
|
N/A
|
(1)
|
Does
not include stock awards approved by the Board of Directors subsequent to
March 31, 2009. Subsequent to March 31, 2009 and to the date of this
amended report a stock award of 20,833 shares has been made to ConRon
Consulting Inc., a company solely owned by Dr. Bain, with a value of
$1,875, as a bonus for services provided in the three months to March 31,
2009. For details of pending stock awards (a) to our executive management,
see note 8 to the table headed “Summary Compensation Table” above, and (b)
to our non-executive director, see note 1 to the table below headed
“Director Compensation”, both in this Item 11.
As
of the date of this amended report no stock awards have been made to the
above officers and directors that did not vest
immediately.
|
DIRECTOR
COMPENSATION
Name
(a)
|
Fees
Earned or Paid in Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
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
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
David
Jenkins
|
18,370
(1)
|
520
(1)
|
--
(2)
|
--
|
--
|
--
|
18,890
|
(1)
|
For
the year to March 31, 2009, the annual fee for Mr. Jenkins’ services was
$20,796. For the period December 1, 2008 to February 28, 2009 Mr. Jenkins’
fees were paid at a 70% level and from March 1, 2009 at a 50% level. Mr.
Jenkins is entitled to an award of stock of a value equivalent to and in
lieu of foregone fees.
3,320
shares were awarded to Mr. Jenkins as a stock award under the 2008 Stock
Incentive Plan in lieu of reduced salary for the month of December 2008.
An equivalent arrangements for reduced fees continued for the months of
January 2009 through May 2009, with stock awards due following the end of
the period. Under a provisional calculation 12,173 shares are issuable to
Mr. Jenkins for the period January to March 2009, and a further 11,066 for
the months of April and May 2009, and assuming the Company does not
withhold any shares otherwise distributable in order to satisfy any tax
obligations with respect to the issuance of such shares. The equivalent
amounts of foregone salary are as follows: (1) for the period January to
March 2009, $1,906; (2) for the period April to May 2009,
$1,733. These awards are subject to approval of the Board of
Directors and have not been made as of date of this report. All awards are
to be made under the shareholder approved 2008 Stock Incentive Plan. The
Board of Directors is also currently seeking to extend the reduced salary
arrangements through to July 31, 2009. No compensation is included in this
table for stock awards that have not yet been approved and made. For the
purposes of calculating the value of salary and benefits foregone an
exchange rate of U.S $1.5 equal to one British pound has been
used.
|
(2)
|
All
the original grant by the Company of stock options made on January 20,
2006 of 200,112 to Mr. Jenkins vested prior to March 31,
2008.
|
With
the exception of David Jenkins, we do not currently pay our directors for
attending meetings of our Board of Directors, although we may 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 four 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 Inc. In connection with these agreements,
Mr. West, Mr. Boetius and Mr. Murphy 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. Effective as of
April 1, 2008, Mr. West’s annual salary was $133,586 and Mr. Boetius’
annual salary was $124,680. 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 three months notice.
Additionally, Index Ltd may terminate Mr. West’s and/or Mr. Boetius’
employment agreement upon not less than six 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
part time Employment Agreement with Mr. Murphy, for three days working per
week. Effective as of April 1, 2008, Mr. Murphy’s salary was $74,808. 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;
|
|
|
|
|
•
|
Non
executive director Service Agreement with Mr. Jenkins, whose Agreement was
subsequently assigned to Index Oil by Index Ltd. Under the Agreement
during the year ended March 31, 2009 Mr. Jenkins received a salary of
$1,733 per month. Mr. Jenkins’ employment is terminated
immediately upon his death or permanent disability. Mr. Jenkins’
employment may also be terminated by the Company 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 Inc. 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 any
unvested stock options up to the date of
termination.
|
|
|
|
|
|
For
each of Mr. West, Mr. Boetius, Mr. Murphy and Mr. Jenkins, for the period
December 1, 2008 to February 28, 2009 salaries were paid at a 70% level
and from March 1, 2009 at a 50% level. Payment of pension contributions
for Mr. West, Mr. Boetius and Mr. Murphy were suspended effective January
1, 2009. Each employee is entitled to an award of stock of a value
equivalent to and in lieu of foregone salary and, where appropriate,
pension contributions.
|
|
|
|
|
|
Certain
compensation amounts are based on salaries that are to be paid in British
pounds. All 2009 and 2008 British pound-denominated executive compensation
amounts were translated into U.S. dollars based on March 31, 2009 and
March 31, 2008 exchange rates of U.S. $1.4334 and $1.9875 and,
respectively equal to one British pound, unless otherwise
disclosed.
|
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, 2009, 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, 2009.
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
|
5,833,988
(3)
|
7.95%
|
|
|
|
|
|
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
|
2,761,382(4)
|
3.77%
|
|
|
|
|
|
Daniel
Murphy
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
Chairman
of the Board
|
1,618,368(5)
|
2.22%
|
|
|
|
|
|
David
Jenkins
c/o
Index Oil & Gas Ltd.,
Lawrence
House, Lower Bristol Road,
Bath
BA2 9ET, United Kingdom
|
Common
Stock
|
Director
|
1,306,548
(6)
|
1.82%
|
|
|
|
|
|
ConRon
Consulting Inc.,
9406
Fenchurch Drive, Spring,
Texas,
77379
|
Common
Stock
|
Chief
Operating Officer
(Dr
R. Bain)
|
185,152
|
0.26%
|
|
|
|
|
|
Douglas
Wordsworth
44
Heath Lane,
Little
Sutton, Ellesmere Port, Cheshire, UK CH66 NT
|
Common
Stock
|
--
|
3,829,433
(7)
|
5.34%
|
|
|
|
|
|
All
officers and Directors as a Group (5 persons)
|
Common
Stock
|
--
|
11,705,438
|
15.34%
|
(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 71,656,852 shares of Common Stock
outstanding as of June 30, 2009, together with securities exercisable or
convertible into shares of Common Stock within 60 days of June 30, 2009,
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, 2009, 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, and (iii)
10,000 shares Common Stock of the Company beneficially
owned.
|
(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 and (ii) 56,947 shares Common Stock of the
Company beneficially owned.
|
(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
Our
2006 Incentive Stock Option Plan (the “2006 Plan”) provides for the issuance of
up to 5,225,000 shares of Common Stock underlying the issuance of incentive
stock options and available to be awarded to our Company’s and/or its
subsidiaries’ officers, directors, employees and consultants.
The
principal terms and conditions of the stock options granted under the 2006 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; (3) 12
months after loss of office due to health related incapacity or redundancy; or
(4) 12 months after the retirement of the options holder from a position with
Index.
As of
March 31, 2009 a total of 4,952,526 options to purchase shares of Common Stock
are granted under the 2006 Plan, of which the following stock options, totaling
4,276,151 and with an exercise price of $0.35 per share have been granted, and
are now fully vested, to our current directors and/or officers as follows
:
Lyndon
West
|
1,482,584
options
|
Andrew
Boetius
|
1,482,584
options
|
Daniel
Murphy
|
1,110,871
options
|
David
Jenkins
|
200,112
options
|
2008
Stock Incentive Plan
The
2008 Stock Incentive Plan (the “2008 plan”) was established and approved by
stockholders in the year to March 31, 2009. The 2008 Plan amends and
restates the 2006 Plan, and acts currently as the sole plan for providing
equity-based incentive compensation, in the form of grants of incentive and
nonqualified stock options, restricted stock, restricted stock units, stock
appreciation rights, performance awards, stock awards and other incentive
awards, to the Company’s employees, non-employee directors and other service
providers. The Board of Directors has initially reserved 5,500,000 shares of
Common Stock for issuance under the 2008 Stock Incentive Plan.
The
only use of the 2008 Plan to the date of this amended report has been, and
currently is, to make stock awards to our executive management and our
non-executive director, to compensate them for agreeing to receive reduced
salaries and to forego benefits in order to help achieve a reduction in the
Company’s cash costs, and as described in Item 11, Executive Compensation. Under
the 2008 Plan a stock award is an award of unrestricted Common Stock, granted
upon terms and conditions determined by the board of directors and which may be
issued for no cash consideration, as is the case with these
awards.
In
March 2009 each of Daniel Murphy, Lyndon West, Andrew Boetius and David Jenkins
entered into amendments to his respective employment agreement, with the
following principal terms: 70% of salary to be paid from December 1, 2008
to February 28, 2009 and 50% of current salary from March 1 to June 1, 2009;
payment of contributions to personal pension plans for Daniel Murphy, Lyndon
West and Andrew Boetius, at the level of 10% of total salary, to be suspended
from January 1, 2009; the Company to make an award of stock under the 2008 Plan,
as a stock award, with a value equivalent to the sum of 30% or 50%, as
applicable, of salary and suspended pension payments, as
applicable.
Under
the above arrangements, during the year to March 31, 2009 58,963 shares in
aggregate were awarded as a stock award under the 2008 Plan to Daniel Murphy,
Lyndon West, Andrew Boetius and David Jenkins in lieu of reduced salary for the
month of December 2008. Equivalent arrangements for reduced salaries and
benefits for these individuals continued for the months of January 2009 through
May 2009, with stock awards due following the end of that period. Under a
provisional calculation an aggregate of 434,461 shares are issuable for the
period January to March 2009, and a further 532,945 for the months of April and
May 2009, and assuming the Company does not withhold any shares otherwise
distributable in order to satisfy any tax obligations with respect to the
issuance of such shares. These awards are subject to approval of the Board of
Directors and have not been made as of date of this report. All awards are to be
made under the shareholder approved 2008 Stock Incentive Plan.
The
Board of Directors is currently seeking to extend the reduced salary
arrangements through to July 31, 2009.
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
Transactions
with Related Persons
None
in the fiscal year ended March 31, 2009.
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.
Item
14. Principal Accountant Fees and Services.
All
fees for 2009 and 2008 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 2009 and 2008:
|
|
|
FYE
2009
|
|
|
|
FYE
2008
|
|
|
|
|
$
|
|
|
|
%
|
|
|
|
$
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees & Audit-Related Fees (2)
|
|
|
110,170
|
|
|
|
88.9
|
|
|
|
104,850
|
|
|
|
88.3
|
|
Tax
Fees
|
|
|
12,913
|
|
|
|
10.4
|
|
|
|
10,525
|
|
|
|
8.9
|
|
All
Other Fees (1)
|
|
|
900
|
|
|
|
0.7
|
|
|
|
3,350
|
|
|
|
2.8
|
|
______________________
(1)
|
Fees
for other professional services related to our Registration Statements
that we filed with the SEC on Forms S-8 rendered by our principal
accountants during the fiscal years ended March 31, 2009 and March 31,
2008.
|
(2)
|
Includes
review of periodic filings with the SEC on Forms 10-Q and
10-K.
|
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
30, 2009
|
By:
|
/s/
Lyndon
West
|
|
|
|
Lyndon
West
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Index
Exhibit
Number
|
|
Description
|
3.1
|
|
Restated
Articles of Incorporation of Index Oil and Gas Inc. (1)
|
|
|
|
3.2
|
|
Bylaws
of Index Oil and Gas Inc. (2)
|
|
|
|
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.
(3)
|
|
|
|
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.
(3)
|
|
|
|
10.3+
|
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Lyndon
West, dated January 20, 2006. (3)
|
|
|
|
10.4+
|
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Andy
Boetius, dated January 20, 2006. (3)
|
|
|
|
10.5+
|
|
Employment
Agreement entered into by and between Index Oil & Gas Ltd and Daniel
Murphy, dated January 20, 2006. (3)
|
|
|
|
10.6+
|
|
Letter
Agreement entered into by and between Index Oil & Gas Ltd and David
Jenkins, dated January 20, 2006. (3)
|
|
|
|
10.7+
|
|
Letter
Agreement entered into by and between Index Oil & Gas Ltd and Michael
Scrutton, dated January 20, 2006. (3)
|
|
|
|
10.8+
|
|
Employment
Agreement entered into by and between Index Oil and Gas Inc. and John G.
Williams, dated August 29, 2006. (4)
|
|
|
|
10.9
|
|
Form
of Subscription Agreement dated as of January 20, 2006.
(3)
|
|
|
|
10.10
|
|
Form
of Subscription Agreement dated as of August 29 and October 4, 2006.
(5)
|
|
|
|
10.11
|
|
Form
of Registration Rights Agreement dated as of August 29, 2006.
(5)
|
|
|
|
10.12+
|
|
Index
Oil and Gas Inc. 2006 Incentive Stock Option Plan. (6)
|
|
|
|
10.13
|
|
Securities
Purchase Agreement dated as of November 5, 2007. (7)
|
|
|
|
10.14
|
|
Form
of Warrant to Purchase Common Stock. (7)
|
|
|
|
10.15+
|
|
Agreement
for Exploration, Production and Strategic Services dated February 1, 2008
between the Company and ConRon Consulting Inc., as amended by Addendum #1
dated June 1, 2008 and Addendum #2 dated July 1, 2008.
(8)
|
|
|
|
10.16+
|
|
Amended
and Restated Agreement for Exploration, Production and Strategic Services
between Index Oil and Gas Inc. and ConRon Consulting Inc. dated December
8, 2008. (9)
|
|
|
|
10.17+
|
|
Amended
Employment Agreement of Daniel Murphy, dated March 4, 2009.
(10)
|
|
|
|
10.18+
|
|
Amended
Employment Agreement of Lyndon West, dated March 4, 2009.
(10)
|
|
|
|
10.19+
|
|
Amended
Employment Agreement of Andrew Boetius, dated March 4, 2009.
(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. (11)
|
|
|
|
21.1
|
|
List
of subsidiaries of the Company. (12)
|
|
|
|
23.1
|
|
Consent
of RBSM LLP. (12)
|
|
|
|
23.2
|
|
Consent
of Ancell Energy Consulting, Inc. (12)
|
|
|
|
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. *
|
|
|
|
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. *
|
*
Filed Herewith
|
+
Compensatory plan or arrangement
|
(1)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 5, 2008.
|
(2)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on October 9, 2008.
|
(3)
Incorporated by reference to the Company’s Amended Current Report filed on
Form 8-K/A with the SEC on March 15, 2006.
|
(4)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 8, 2006.
|
(5)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on September 11, 2006.
|
(6)
Incorporated by reference to the Company’s Registration Statement filed on
Form S-8 with the SEC on October 3, 2007.
|
(7)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on February 29, 2008.
|
(8)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on July 8, 2008.
|
(9)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on December 12, 2008.
|
(10)
Incorporated by reference to the Company’s Current Report filed on Form
8-K with the SEC on March 6, 2009.
|
(11)
Incorporated by reference to the Company’s Annual Report filed on Form
10-KSB with the SEC on April 10, 2006.
|
(12)
Filed previously with the Company’s Annual Report filed on Form 10-K with
the SEC on July 10, 2009
|
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