As filed with the Securities and Exchange Commission on June 15, 2009
Registration No. ________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARINE EXPLORATION, INC.
(Name of small business issuer in its charter)
Colorado 91-1890338
- ----------------------------------------- ------------------------------------
(State or Jurisdiction of Incorporation (I.R.S. Employer Identification
or Organization) Number)
535 Sixteenth Street, Suite 820
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(Address of principal executive offices)
(303) 459-2485
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(Issuer's telephone number, Including Area Code)
2009 MARINE EXPLORATION, INC. STOCK OPTION AND AWARD PLAN
(Full title of Plan)
Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202
(303) 459-2485
(Name, address and telephone number of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
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
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)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities To Be Registered Registered (1) Offering Price Per Unit Aggregate Offering Price Registration
(2) Fee
- ---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Stock 72,223 .09 6,500.07 .70
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement, but will be
provided as may be required under Rule 428(b)(1) of the Securities Act of 1933.
Individual agreements with the Employees which provide for the payment for
services rendered in shares of the common stock of the Company, in lieu of cash,
have been attached to the Registration Statement as Exhibits. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
a. General Plan Information
1. 2009 Stock Award Plan
2. Nature and purpose of the Plan is to provide stock compensation to
employees and consultants of the Company.
3. The Plan is not subject to Employee Retirement Income Security Act of
1974.
4. Additional information can be obtained by contacting:
Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202
(303) 459-2485
The Plan does not have a Plan Administrator and the Plan does not invest.
b. Securities to be Offered
This Registration Statement on Form S-8 registers for resale 72,223 shares of
common stock, $.001 par value per share ("Common Stock") of Marine Exploration,
Inc. (the "Company").
Title: Common Stock
Amount: 72,223 shares to be issued to consultant-attorney
pursuant to Plan.
TOTAL - 72,223 shares to be offered, of which 72,223 shares are issued to
consultant-attorney.
2009 Stock Award Plan
- ---------------------
The Company's Board of Directors has not yet approved grants of any shares to
Directors/Officers and Employees of the Company to date.
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Consultant Stock Under Plan
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The Company has agreed to issue shares under a Consulting Fee Agreement for
legal services between the Company and the individual listed below for legal
services rendered in litigation matters, in the ordinary course of business, not
including mergers, fundraising or stock promotions.
Number of
Shares to be
Name Granted
---- -------
John Schlie 72,223
The stock is registered under Section 12g of the Exchange Act.
c. Employees Who May Participate in the Plan
All employees to Company may participate while employed with the
Company and/or any subsidiaries of the Company.
d. Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
1. Participation is allowed in the 2009 fiscal year at the market price per
share, in amounts to be set by the Board of Directors.
2. Payment for the securities purchased may only be in cash or through
services.
3. Employees are not required to contribute to the Plan.
4. Employees and the registrant are not required to contribute to the Plan.
5. Reports are not made to employees participating in the Plan, since the
Plan does not hold assets for employees' accounts.
6. Securities will not be purchased for the Plan in either the open market
or through private transactions.
e. Resale Restrictions
There are no resale restrictions on plan participants, except in the
event the participant is an officer, director or affiliate, or in the event that
the Plan contains a repurchase right of issuer, for any stock, or options, as a
pre-condition of resale.
f. Tax Effects of Plan Participation
Participants will be taxed upon any shares issued for services provided
or for awards. Participants will not be taxable on stock options issued to
employees at the market price on date of grant.
g. Investment of Funds
No assets are held under the Plan.
h. Withdrawal from the Plan; Assignment of Interest
1. Employees may refuse to accept compensation or options.
2. No assignment of an interest in the Plan is possible. However, stock
or options received under the Plan may be assigned, subject to the terms of the
Plan, including the Right to Repurchase as defined therein.
3. Not applicable.
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i. Forfeitures and Penalties
Except as otherwise determined by the Plan Administrator, at the time
of the Award, upon termination of a Participant's continuous service during the
applicable restriction period, the Participant's Restricted Stock, that is at
that time subject to restrictions shall be forfeited and reacquired by the
Company; provided that the Plan Administrator may provide, by rule or regulation
or in any Award agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted Stock shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Plan Administrator may in other cases waive in whole or in part
the forfeiture of Restricted Stock.
j. Charges and Deductions and Liens Therefore
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the 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.
The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Annual Report on Form 10-K of Marine Exploration, Inc. for the
fiscal year ended June 30, 2008 filed on September 29, 2008 under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended.
(b) All reports filed by the Company pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30,
2008.
(c) The description of the common shares issued by the Company in
Registration Statement #333-143614 and any amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.
All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Form S-8 Registration Statement and to be a part thereof from the date
of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Form S-8
Registration Statement to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Form S-8
Registration Statement.
All documents incorporated by reference herein will be made available
to all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon written
or oral request. All requests for documents shall be directed to:
Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202
(303) 459-2485
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ITEM 4. DESCRIPTION OF SECURITIES
The description of the common shares issued by the Company in its
Registration Statement #333-143614, and any amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being registered hereunder will be
passed on for the Company by M.A. Littman, Attorney at Law, of Arvada, Colorado.
He is an independent attorney and has no interest in the issuance registered
hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Colorado Revised Statutes provide that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at our
request in such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
The Company, pursuant to its bylaws, will provide indemnification with
its directors and executive officers that provide the maximum indemnity allowed
to directors and executive officers by the Colorado Revised Statutes, subject to
certain exceptions as well as certain additional procedural protections. In
addition, the indemnification provides generally that the Company will advance
expenses incurred by directors and executives officers in any action or
proceeding as to which they may be entitled to indemnification, subject to
certain exceptions.
The indemnification provisions in the bylaws may permit indemnification
for liabilities arising under the Securities Act of 1933. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officer and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Securities and Exchange
Commission has opined that such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement
to: (i) include any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
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 selected
in the form of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration" table in the
effective registration statement; and (iii) 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, provided however, that
provisions (i) and (ii) of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic reports
filed by the Company pursuant to the Exchange Act that are incorporated
by reference into the Registration Statement;
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(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; and
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The Company hereby undertakes 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 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
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.
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, Colorado on June 15, 2009.
Marine Exploration, Inc.
By: /s/ Paul Enright
---------------------------------------
Paul Enright, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on June __, 2009. Each person whose signature to the Registration
Statement appears below hereby appoints Miguel Thomas Gonzalez as such person's
attorney-in-fact with full power to act alone, with full power of substitution
or re-substitution, for such person and in such person's name, place and stead,
in any and all capacities to sign on such person's behalf, individually and in
the capacities stated below, and to file any and all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate.
OFFICERS DIRECTORS
/s/ Paul Enright /s/ Paul Enright
- ----------------------------------- ---------------------------------
Paul Enright, President Paul Enright
/s/ Mark Goldberg /s/ Miguel Thomas Gonzalez
- ----------------------------------- ---------------------------------
Mark Goldberg CEO Miguel Thomas Gonzalez
/s/ Robert L. Stevens
- -----------------------------------
Robert L. Stevens, Vice President
of Financial Communications
The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado on June 15, 2009.
Marine Exploration, Inc. 2009 Stock Option and Award Plan
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(Plan)
By: /s/ Paul Enright
--------------------------------------
Name and Title: Paul Enright, President
MARINE EXPLORATION, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Michael A. Littman, Attorney at Law
10.1 2009 Marine Exploration, Inc. Stock Option Plan
23.1 Consent of Ronald R. Chadwick, P.C.
23.2 Consent of Michael A. Littman, Attorney at Law (as contained in Exhibit
5.1)
EXHIBIT 5.1
EXHIBIT 23.2
Consent/Opinion of Michael A. Littman, Esq.
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127
Fax (303) 431-1567
June 15, 2009
Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 72,223 shares (the "Shares") of your
Common Stock issued or issuable under the 2009 MARINE EXPLORATION, INC. STOCK
AWARD PLAN (the "Plan") referred to therein. As your counsel in connection with
this transaction, I have examined the proceedings taken and proposed to be taken
by you in connection with the issuance of the Shares.
It is my opinion that the Shares, when issued and paid for in accordance with
the terms of the Plan, will be legally and validly issued, fully paid, and
nonassessable.
I further consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and any
amendment thereto.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman
MAL:jb
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report, dated August 14, 2008, on our audit of the financial
statements of Marine Exploration, Inc. as of June 30, 2008, which report is
included in the Annual Report on Form 10-K for 2008 filed with the Securities
and Exchange Commission on September 29, 2008.
June 15, 2009
/s/ Ronald R. Chadwick
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Ronald R. Chadwick, P.C.
Aurora, Colorado