U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIDELANDS OIL & GAS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 66-0549380
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
1862 W. Bitters Rd., San Antonio, TX 78248
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(Address of Principal Executive Offices)
2007 Non-Qualified Stock Grant and Option Plan
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(Full Title of the Plans)
James B. Smith, President and CEO
1862 W. Bitters Rd.
San Antonio, TX 78248
(210) 764-8642
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(Name, Address, and Telephone Number of Agent for Service)
With a copy to:
Thomas M. Ffrench, Esq.
Michael A. Connor, Esq.
Horizon Law Group LLP
1920 Main Street, Suite 210
Irvine, CA 92656
(949) 261-2500
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (2) Price (2) Fee
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Common Stock 35,000,000 $0.22 $7,700,000 $823.90
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement includes an indeterminate number
of additional shares which may be offered and issued to prevent dilution from
stock splits, stock dividends or similar transactions as provided in the
above-referenced plan.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c) as follows, as the offering
price is not known: average of the bid and ask prices as of February 13, 2007
(within 5 business days prior to the date of filing this registration
statement).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part
I of Form S-8. The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants as specified by Securities Act
Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended December 31, 2005, filed on August 23, 2006, including the amendment
thereto on Form 10-K/A filed on September 14, 2006.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements contained in the Form 10-K referred to in (a) above.
(c) A description of the securities of the Registrant is contained in a
Form S-1 filed on October 25, 2006.
(d) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, 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 the
registration statement and to be part thereof from the date of filing of
such documents.
For the purposes of this registration statement, any statement in a
document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Horizon Law Group LLP, legal counsel for the Registrant, has given an opinion on
the validity of the securities being registered. Michael A. Connor is a partner
in Horizon Law Group LLP and owns shares of the Registrant's common stock.
Horizon Law Group LLP provides legal services to the Registrant consisting of
advice and preparation work in connection with reports of the Registrant filed
under the Securities Exchange Act of 1934, and other general corporate and
securities work for the Registrant. Future legal services may be paid through a
grant of shares of common stock under the 2007 Non-Qualified Stock Grant and
Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Restated Articles of Incorporation provides
that the Company's directors and officers will not have any personal liability
to the Company or its stockholders for damages for breach of fiduciary duties as
directors or officers. This provision does not alleviate or limit any liability
of an officer or director for acts or omissions that involve intentional
misconduct, fraud or a knowing violation of the law or the payment of dividends
in violation of the Nevada Revised Statutes. This article does not explicitly
require the Registrant to indemnify the officers or directors; however, such
indemnification may be implied.
Under Sections 78.7502, 78.751 and 78.752 of the Nevada Revised Statutes, the
Registrant has broad powers to indemnify and insure its directors and officers
against liabilities they may incur in their capacities as such.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes permits a corporation
to indemnify any of its directors, officers, employees and agents against costs
and expenses arising from claims, suits and proceedings if such persons acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the foregoing, no indemnification may be made in respect of any
claim, issue or matter, as to which such person is adjudged to be liable to the
corporation unless and only to the extent that a court of competent jurisdiction
determines that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Under Section 78.752 of the Nevada Revised Statutes, the Registrant may purchase
and maintain insurance for directors and officers whether or not the Registrant
has the authority to indemnify such persons against such liability and expenses.
Such insurance may not provide protection for a person adjudged by a court of
competent jurisdiction to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court. The Company does maintain liability
insurance policies for its officers and directors.
Section 78.138 of the Nevada Revised Statutes provide that, with certain
exceptions, unless the articles of incorporation provide for greater individual
liability, a director or officer is not individually liable to the corporation
or its stockholders or creditors for any damages as a result of any act or
failure to act in his capacity as a director or officer unless it is proven
that: his act or failure to act constituted a breach of his fiduciary duties as
a director or officer and his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
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5 Opinion of Horizon Law Group LLP (filed herewith).
23.1 Consent of Independent Registered Public Accounting Firm (filed
herewith).
23.2 Consent of Horizon Law Group LLP (filed herewith).
24 Special Power of Attorney (see signature page).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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 of 1933 (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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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
authorize, in the City of San Antonio, State of Texas, on February 14, 2007.
TIDELANDS OIL & GAS CORPORATION
By: /s/ James B. Smith
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James B. Smith, President and CEO
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint James B. Smith their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ James B. Smith President/Chief Executive Officer/ February 14, 2007
-------------------- Chief Financial Officer/ Director
James B. Smith (Principal Executive Officer and
Principal Financial and Accounting
officer)
/s/ Ahmed Karim Director February 14, 2007
--------------------
Ahmed Karim
/s/ Carl Hessel Director February 14, 2007
--------------------
Carl Hessel
EXHIBIT INDEX
NUMBER DESCRIPTION
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5 Opinion of Horizon Law Group LLP (filed herewith).
23.1 Consent of Independent Auditors (filed herewith).
23.2 Consent of Horizon Law Group LLP (filed herewith).
24 Special Power of Attorney (see signature page).