U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATA OIL & GAS INC.
(Exact Name of Registrant as Specified in Its Charter)
Canada
(State or Other Jurisdiction of Incorporation or Organization)
None
(I.R.S. Employer Identification No.)
918 16th Avenue NW, Suite 408
Calgary, Alberta, Canada, T2M O3K
(Address of Principal Executive Offices)
2006 Stock Option Plan
(Full Title of the Plan)
David Lubin, Esq.
David Lubin & Associates
92 Washington Avenue
Cedarhurst, NY 11516
(Name and Address of Agent for Service)
(516) 569-9629
(Telephone number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities To Be Registered Registered Offering Price Per Aggregate Registration
Share Offering Price (2) Fee (2)
- ---------------------------- --------------------- ----------------------- ------------------- ----------------
Common Stock, no par value 4,000,000(1) $3.00 $12,000,000 $1,284
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers (a) an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein, and (b) any additional shares
of common stock which become issuable under the employee benefit plan
described herein by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the registrant's outstanding shares of common stock.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of S-8 has been omitted from this Registration Statement on
Form S-8. Such information will be sent or given to participants in the employee
benefit plan described herein as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Although such
documents are not being filed with the Securities and Exchange Commission, they
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Strata Oil & Gas Inc. (the "Company") hereby states that (i) the
documents listed in (a) through (b) below are incorporated by reference in this
Registration Statement and (ii) all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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.
(a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2005;
(b) The description of our common stock contained in the Company's
Articles of Continuance, attached as Exhibit 3.4 to the Company's Registration
Statement on Form S-4, filed with the Commission on April 22, 2003.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Part 8 of the Company's Articles of Continuance, no
director or officer will be liable for: the acts, receipts, neglects or defaults
of any other person, or for joining in any receipt or act for conformity; any
loss, damage or expense happening to the Company through the insufficiency or
deficiency of title to any property acquired by, for, or on behalf of the
Company; the insufficiency or deficiency of any security in or upon which any
moneys of the Company are invested; any loss or damage arising from the
bankruptcy, insolvency or wrongful act of any person with whom any money,
security or other property of the Company is lodged or deposited; or any other
loss, damage, or misfortune whatever which may arise out of the execution of the
duties of his or her office or in relation thereto; unless the same shall happen
by and through his or her failure to exercise the powers and to discharge the
duties of his or her office honestly and in good faith with a view to the best
interests of the Company, and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
Pursuant to Part 8 of the Company's Articles of Continuance, the
Company is required to indemnify a director or officer of the Company, a former
director or officer of the Company or another individual who acts or acted at
the Company's request as a director or officer, or an individual acting in a
similar capacity, of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Company or other entity. The Company is authorized to
execute agreements evidencing its indemnity in favor of the foregoing persons to
the full extent permitted by law. The Company may advance moneys to a director,
officer or other individual for the costs, charges and expenses of a proceeding
referred to in such Part, but the individual shall repay the moneys if the
individual does not fulfill the conditions hereof. The Company will not
indemnify an individual unless the individual: acted honestly and in good faith
with a view to the best interests of the Company, or, as the case may be, to the
best interests of the other entity for which the individual acted as director or
officer or in a similar capacity at the Company's request; and in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that the
individual's conduct was lawful.
Pursuant to Part 8 of the Company's Articles of Continuance, the
Company may purchase and maintain insurance for the benefit of an individual
referred to in the foregoing section against any liability incurred by the
individual: in the individual's capacity as a director or officer of the
Company; or in the individual's capacity as a director or officer, or similar
capacity, of another entity, if the individual acts or acted in that capacity at
the Company's request.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
3.1 Articles of Continuance*
4.1 Strata Oil & Gas Inc. 2006 Stock Option Plan
4.2 Form of Stock Option Agreement
5.1 Opinion of Morton & Company as to the legality of the securities being
registered
23.1 Consent of Morton & Company (included in Exhibit 5.1)
23.2 Consent of BDO Dunwoody LLP
24.1 Power of Attorney (Contained on the signature page of this Registration
Statement)
*Previously filed with the Company's Registration Statement on Form S-4 on April
22, 2003.
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes, except as otherwise specifically
provided in the rules of the Commission promulgated under the Securities Act:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the 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 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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.
(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 purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Calgary, Alberta, Canada, on May 31, 2006.
By: /s/ Manny Dhinsa___________________
Manny Dhinsa, President, Secretary, Treasurer,
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Manny Dhinsa with the power of
substitution, his attorney-in-fact, to sign any amendments to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that his substitute, may do or choose to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated.
SIGNATURE TITLE DATE
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/s/ Manny Dhinsa President, Chief Executive May 31, 2006
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Manny Dhinsa Officer, Secretary, and Treasurer
/s/ Pratt Barndollar Director May 31, 2006
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Pratt Barndollar
/s/ Charlie Perity Director May 31, 2006
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Charlie Perity
/s/ Scott Praill Director May 31, 2006
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Scott Praill
/s/ Pol Brisset Director May 31, 2006
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Pol Brisset