SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
August 3, 2005
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Date of Report (date of earliest event reported)
Odyssey Marine Exploration, Inc.
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Exact name of Registrant as Specified in its Charter
Nevada 1-31895 84-1018684
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5215 West Laurel Street, Tampa, Florida 33069
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Address of Principal Executive Offices, Including Zip Code
(813) 876-1776
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Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 3, 2005, our Board of Directors approved and adopted our 2005
Stock Incentive Plan. This plan will be submitted to our shareholders at the
next annual shareholders meeting. The purpose of the plan is to promote our
growth and prosperity by providing eligible recipients with an additional
incentive to contribute to our success, by assisting us in attracting and
retaining the best available personnel for positions of substantial
responsibility and by increasing the identity of interests in eligible
recipients with those of our shareholders. The plan provides for the grant of
incentive stock options, non-qualified stock options, restricted stock awards,
restricted stock units and stock appreciation rights to aid us in obtaining
these goals.
We have reserved 2,500,000 of our authorized but unissued shares of
common stock for issuance under the plan and not more than 500,000 of these
shares may be used for restricted stock awards and restricted stock units.
This plan will be administered by our compensation committee which is
comprised entirely of outside directors who are "independent" as that term is
defined in the rules of the American Stock Exchange.
Any incentive option and any non-qualified option granted under the plan
must provide for an exercise price of not less than the fair market value of
the underlying shares on the date of grant, but the exercise price of any
incentive option granted to an eligible employee owning more than 10% of our
outstanding common stock must not be less than 110% of fair market value on
the date of the grant.
For further information regarding the plan please see the attached
Exhibit 10.14
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended:
(c) EXHIBITS
Exhibit 10.14 2005 Equity Incentive Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: August 9, 2005 By:/s/ Michael J. Holmes
Michael J. Holmes, Chief Financial
Officer
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