UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington
,
D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of
1934
Filed by the Registrant
[X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate
box:
[ ] Preliminary
Proxy Statement
[ ] Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy
Statement
[ ] Definitive
Additional Materials
[ ] Soliciting
Material Pursuant to ss. 240.14a-12
|
STRIKER OIL & GAS,
INC.
|
|
(Name of Registrant as Specified
in its Charter)
|
|
|
|
(Name of Person(s) Filing Proxy
Statement, if other than the
Registrant)
|
Payment of Filing Fee (Check the
appropriate box):
[X] No fee required.
[ ] Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to
which transaction applies:
_____________________________________________________________
(2) Aggregate number of securities to
which transaction applies:
_____________________________________________________________
(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
_____________________________________________________________
(4) Proposed maximum aggregate value of
transaction:
_____________________________________________________________
(5) Total fee
paid: _____________________________________________________________
[ ] Fee paid previously with
preliminary materials.
[ ] Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount Previously
Paid:
_____________________________________________________________
(2) Form, Schedule or Registration
Statement No.:
_____________________________________________________________
(3) Filing Party:
_____________________________________________________________
(4) Date Filed:
_____________________________________________________________
STRIKER OIL & GAS,
INC
5075 Westheimer,
Suite
975
Houston
,
Texas
77056
(713) 402-6700
December 8,2008
To Our Shareholders:
You are cordially invited to attend the
Special Meeting of Shareholders of Striker Oil & Gas to be held at the
offices of Brewer & Pritchard PC, 3 Riverway, 18
th
Floor,
Houston
,
Texas
77056
, 11:00 A.M., Central Time, Friday,
December 19, 2008.
Information about the Special Meeting,
including matters on which shareholders will act, may be found in the notice of
special meeting and proxy statement accompanying this letter. We look
forward to greeting in person as many of our shareholders as
possible.
It
is important that your shares be represented and voted at the
meeting. Whether or not you plan to attend the Special Meeting,
please complete, sign, date, and promptly return the accompanying proxy by mail
or by fax to
713-402-6799
. Returning the proxy does
NOT deprive you of your right to attend the Special Meeting. If you
decide to attend the Special Meeting and wish to change your proxy vote, you may
do so automatically by voting in person at the meeting. Please note,
however, that if your shares are held of record by a broker, bank or other
nominee and you wish to attend and vote in person at the meeting, you must
obtain from the record holder a proxy issued in your name.
Sincerely yours,
Kevan Casey
Chief Executive
Officer
STRIKER OIL & GAS,
INC
5075 Westheimer,
Suite
975
Houston
,
Texas
77056
(713) 402-6700
__________________________________________________________________
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
__________________________________________________________________
The Special Meeting of Shareholders of
Striker Oil & Gas, Inc. will be held at the offices of Brewer &
Pritchard PC, 3 Riverway, 18
th
Floor,
Houston
,
Texas
77056
, 11:00 A.M., Central Time, Friday,
December 19, 2008, for the following purposes:
(ii) approve the adoption of the
Company’s 2008 Stock Option Plan (the “Plan”)
These business items are described more
fully in the Proxy Statement accompanying this Notice.
Only
shareholders who owned our common stock at the close of business on October 22,
2008, can vote at this meeting or any adjournments that may take
place. All shareholders are cordially invited to attend the meeting
in person. However, to assure your representation at the meeting, you
are urged to mark, sign and return the enclosed proxy as promptly as possible by
mail or by fax at
713-402-6799
. Your stock will be voted in
accordance with the instructions you have given. Any shareholder
attending the meeting may vote in person even if he or she has previously
returned a proxy. Please note, however, that if your shares are held
of record by a broker, bank or other nominee and you wish to attend and vote in
person at the meeting, you must obtain from the record holder a proxy issued in
your name.
By Order of the Board of
Directors,
Kevan Casey
Chief Executive
Officer
Dated: December 8,
2008
PLEASE DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT AT YOUR EARLIEST CONVENIENCE BY MAIL OR BY FAX AT
713-402-6799
SO THAT YOUR SHARES WILL BE VOTED IF
YOU ARE NOT ABLE TO ATTEND THE SPECIAL MEETING.
STRIKER OIL &
GAS, INC.
PROXY STATEMENT
SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON
DECEMBER 19, 2008
INFORMATION CONCERNING SOLICITATION AND
VOTING
General
The enclosed proxy is solicited on
behalf of the Company’s Board of Directors (“Board”) for use at the Special
Meeting of Shareholders to be held on December 19, 2008 at 11:00 AM, Central
Time (the “Special Meeting”), or at any adjournment or postponement of this
meeting, for the purposes set forth in this Proxy Statement and in the
accompanying Notice of Special Meeting of shareholders. The Special
Meeting will be held at the offices of Brewer & Pritchard PC, 3 Riverway,
18
th
Floor,
Houston
,
Texas
77056
. We intend to mail this
Proxy Statement and accompanying proxy card to shareholders on or about December
5, 2008. The Board of Directors of Striker Oil & Gas, Inc., a
Nevada
corporation, prepared this proxy
statement for the purpose of soliciting proxies for our Special Meeting of
Shareholders. When you see the term “we,” “our,” the “Company,” it refers to
Striker Oil & Gas, Inc. and its subsidiaries.
Availability of
Special Report and Form 10-KSB
Accompanying this Proxy Statement is the
Company’s (i) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2008, (ii) Quarterly Reports for the quarters ended March 31, 2008,
June 30, 2008, and September 30, 2008 respectively, and (iii) the Company’s
definitive Information Statement filed March 11, 2008, each filed with the
Securities and Exchange Commission. The Company makes available, free
of charge through its website (www.strikeroil.com ), its annual reports on
Form 10-KSB, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as soon as reasonably practicable after such documents are
electronically filed with or furnished to the Securities and Exchange
Commission. These reports can be found under “SEC Filings” through
the “Investors” section of the Company’s website located at
www.strikeroil.com. The Company will provide to any shareholder
without charge, upon the written request of that shareholder, a copy of the
Company’s Annual Report on Form 10-KSB (without exhibits), including
financial statements and the financial statement schedules, for the fiscal year
ended December 31, 2007. Such requests should be addressed to
Investor Relations, Striker Oil & Gas, Inc.,
5075 Westheimer,
Suite
975
,
Houston
,
Texas
77056
.
Revocability of
Proxies
Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before its use
by delivering to the Company’s Secretary, at the address of the Company’s
executive offices noted above, written notice of revocation or a duly executed
proxy bearing a later date or by attending the Special Meeting and voting in
person. Attendance at the Special Meeting will not, by itself, revoke
a proxy. Please note, however, that if your shares are held of record
by a broker, bank or other nominee and you wish to attend and vote in person at
the Special Meeting, you must obtain from the record holder a proxy issued in
your name.
Quorum; Abstentions and Broker
Non-Votes
Our
common stock is the only type of security entitled to vote at the Special
Meeting. Only shareholders of record at the close of business on
October 22, 2008 (the “Record Date”) will be entitled to notice of and to vote
at the Special Meeting. At the close of business on the Record Date,
there were 23,376,351 shares of common stock outstanding and entitled to
vote. Each holder of record of shares of common stock on that date
will be entitled to one vote for each share held on all matters to be voted upon
at the Special Meeting. Shares of common stock may not be voted
cumulatively
.
Proxies properly executed, duly returned
to the Company and not revoked will be voted in accordance with the
specifications made. Where no specifications are given, such proxies
will be voted “FOR” the approval of an amendment to the Company’s Articles of
Incorporation to
implement
a reverse stock split of the Company’s common stock at a ratio of not less than
1-for-2 and not greater than 1-for-10
, and “FOR” the approval of the adoption
of the Company’s 2008 Stock Option Plan. It is not expected that any
matters other than those referred to in this Proxy Statement will be brought
before the Special Meeting. If, however, any matter not described in
this Proxy Statement is properly presented for action at the Special Meeting,
the persons named as proxies in the enclosed form of proxy will have
discretionary authority to vote according to their own
discretion.
The
required quorum for the transaction of business at the Special Meeting is a
majority of the issued and outstanding shares of the Company’s common stock
entitled to vote at the Special Meeting, whether present in person or
represented by proxy. Shares of common stock represented by a
properly signed and returned proxy will be treated as present at the Special
Meeting for purposes of determining a quorum, regardless of whether the proxy is
marked as casting a vote or abstaining. Shares of stock represented
by “broker non-votes” (i.e., shares of stock held in record name by brokers or
nominees) as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote; (ii) the broker or nominee
does not have discretionary voting power under applicable rules or the
instrument under which it serves in such capacity; or (iii) the record
holder has indicated on the proxy card or has executed a proxy and otherwise
notified the Company that it does not have authority to vote such shares on that
matter will be treated as present for purposes of determining a quorum
.
Voting
Proposal
1.
Approval of the amendment to the Articles of Incorporation
to implement a reverse stock split of
the Company’s common stock, par value $0.001 per share, at a ratio of not less
than 1-for-2 and not greater than 1-for-10,
requires the affirmative vote
of holders of a majority of the shares of common stock issued and outstanding
and entitled to vote at the Special Meeting. Abstentions and broker
non votes will not be counted as having been voted on the proposal and will have
the effect of voting against the proposal.
Proposal
2
. Approval of
the Company’s 2008 Stock Option Plan requires a majority of the affirmative
votes of holders of the shares of
a majority of the shares of common
stock issued and outstanding and entitled to vote at the Special Meeting
. Abstentions and broker
non-votes will not be counted as having been voted on the proposal and will have
the effect of voting against the proposal.
Solicitation
The cost of soliciting proxies will be
borne by the Company. In addition to soliciting shareholders by mail
and through its regular employees, the Company will request that banks and
brokers and other persons representing beneficial owners of the shares forward
the proxy solicitation material to such beneficial owners and the Company may
reimburse these parties for their reasonable out-of-pocket costs. The
Company may use the services of its officers, directors and others to solicit
proxies, personally or by telephone, facsimile or electronic mail, without
additional compensation.
Shareholder
Proposals
Proposals of shareholders that are
intended to be presented at our 2009 Annual Meeting of Shareholders in the proxy
materials for such meeting must comply with the requirements of SEC
Rule 14a-8
,
and must
have
be
en
received by our Secretary no later than
November 11
, 2008 in order to be included in the
Proxy Statement and proxy materials relating to our 2009 Annual Meeting of
Shareholders. Moreover, with respect to any proposal by a shareholder
not seeking to have the proposal included in the proxy statement but seeking to
have the proposal considered at our next annual meeting, such shareholder must
provide written notice of such proposal to our Secretary at our principal
executive offices by
December 31
, 2008. With respect to a
proposal not to be included in the proxy statement and the proposal is permitted
at the Annual Meeting, the persons who are appointed as proxies may exercise
their discretionary voting authority with respect to such proposals, even if the
shareholders have not been advised of the proposal. In addition,
shareholders must comply in all respects with the rules and regulations of the
Securities and Exchange Commission then in effect and the procedural
requirements of our Bylaws.
Dissenter’s Rights
Neither
Nevada
law nor our articles of incorporation
or bylaws provide our shareholders with dissenters’ rights in connection with
any of the matters contained in this proxy statement.
PROPOSAL 1 – REVERSE STOCK
SPLIT
Our Board
of Directors have recommended that the Company implement a reverse split of the
Company’s common stock at a ratio of not less than 1-for-2 and not greater than
1-for-10, with the exact ratio to be set within such range in the discretion of
the Board of Directors, without further approval or authorization of
shareholders, provided that the Board of Directors determines to effect the
reverse stock split and such amendment is filed with the Nevada Secretary of
State (if necessary) no later than December 31, 2009. The reverse
split will be effective upon the filing, if required, of Articles of Amendment
to the Articles of Incorporation with the Secretary of State of the State of
Nevada.
Neither
the number of authorized shares of the Company nor the par value of the shares
of our common stock will be changed in connection with the reverse
split. The Board considered reducing the number of authorized shares
of common stock, but determined that the availability of additional shares was
necessary in order for the Company to consummate future financing transactions
or business combinations. The availability of additional shares will
also permit the Board to issue shares, or instruments convertible into or
exercisable for such shares, for corporate purposes.
The
reverse split will be realized simultaneously and in the same ratio for all
shares of the common stock. All holders of common stock will be
affected uniformly by the reverse split, which will have no effect on the
proportionate holdings of any of our shareholders, except for possible changes
due to the treatment of fractional shares resulting from the reverse
split. In lieu of issuing fractional shares, the Company will round
up in the event a shareholder would be entitled to receive less than one share
of common stock. In addition, the split will not affect any holder of
our common stock’s proportionate voting power (subject to the treatment of
fractional shares), and all shares of common stock will remain fully paid and
non-assessable.
Board Discretion to Implement Reverse
Stock Split
The Board
of Directors believes that the approval of a reverse stock split ratio range
(rather than an exact reverse stock split ratio) provides the Board of Directors
with maximum flexibility to achieve the purposes of the reverse stock
split. The reverse stock split would be effected, if at all, only
upon a determination by the Board of Directors that the split is in the best
interests of our Company and our shareholders at that time. In connection with
any determination to effect the reverse stock split, the Board of Directors
would set the timing for the split and select the specific ratio within the
range. No further action on the part of our shareholders would be required to
either implement or abandon the reverse stock split. If the Board
does not implement the reverse stock split prior to December 31, 2009, the
authority granted to the Board of Directors to implement the reverse stock split
will terminate. At any time prior to the effectiveness of the reverse stock
split, the Board of Directors may abandon the reverse stock split if it
determines in its sole discretion that this proposal is no longer in the best
interests of our Company and our shareholders. In determining whether
to proceed with the reverse stock split, and if implemented, the exact ratio for
the reverse stock split, our Board of Directors will consider, among other
factors:
|
|
·
the per share price of our common stock at the time of a decision
to proceed with a reverse stock
split;
|
|
|
·
the number of authorized shares that will remain available for
issuance after giving effect to the reverse stock
split;
|
|
|
·
the historical fluctuations or patterns in the trading price and
volume of our common stock;
|
|
|
·
projections for our financial condition and results of operations
over various time horizons; and
|
|
|
·
then current market conditions in our industry and in the broader
market.
|
Reasons
for the Reverse Split
The
Company does not currently have any plans or arrangements to acquire any new
specific business or company or to issue the additional shares of Company common
stock authorized. The primary purpose for effecting the reverse split
is to increase the trading price of our common stock and decrease the number of
outstanding shares of our common stock so as to make our common stock more
attractive to institutional investors, and facilitate investment in the Company,
and create more credibility for the Company by having fewer shares with a higher
trading share price.
The
Company believes that the reverse split will provide better flexibility in
acquiring operating businesses and raising additional capital in the
future. Among other things, the reverse split will make available
shares for future activities that are consistent with our growth strategy,
including, without limitation, completing financings, establishing strategic
relationships, and acquiring or investing in complementary businesses or
products.
In
determining to recommend the reverse split, and in light of the foregoing, our
Board of Directors considered, among other things, that a sustained higher per
share price of our common stock, which should result from the reverse split,
might heighten the interest of the financial community in the Company and
potentially broaden the pool of investors that may consider investing in the
Company. Our Board of Directors has determined that investors who
would otherwise be potential investors in our common stock would prefer to
invest in shares that trade in a price range higher than the range in which our
common stock currently trades. On November 19, 2008, the closing sale
price of our common stock on the Over-The-Counter Bulletin Board was
$0.18. In theory, the reverse split should cause the trading price of
a share of our common stock after the reverse split to be between two and ten
times what it would have been if the reverse split had not taken place,
depending on the ratio selected by the Board. However, this will not
necessarily be the case.
In
addition, our Board of Directors considered that as a matter of policy, many
institutional investors are prohibited from purchasing stocks below certain
minimum price levels. For the same reason, brokers may be reluctant
to recommend lower-priced stocks to their clients, or may discourage their
clients from purchasing such stocks. Other investors may be dissuaded
from purchasing lower-priced stocks because the commissions, as a percentage of
the total transaction, tend to be higher for such stocks. Our Board
of Directors believes that, to the extent that the price per share of our common
stock remains at a higher per share price as a result of the reverse split, some
of these concerns may be ameliorated. The combination of lower
transaction costs and increased interest from investors could also have the
effect of increasing the liquidity of our common stock.
Principal
Effects of the Reverse Split
General
The
reverse split will affect all holders of our common stock uniformly and will not
change the proportionate equity interests of such shareholders, nor will the
respective voting rights and other rights of holders of our common stock be
altered, except for possible changes due to the treatment of fractional shares
resulting from the reverse split, as described below. As a result of
the reverse split, the par value of the Company’s common stock will not change
and will remain at $0.001 regardless of the ratio determined by the Board of
Directors for the reverse split.
|
Proposed Reverse Split
Ratio
|
Percentage Reduction in Shares
Outstanding
|
# Shares Authorized
|
# Shares Outstanding After Reverse
Split
|
# Shares Issuable after Reverse
Split
|
|
No
reverse split
|
100%
|
1,500,000,000
|
24,810,777
|
1,475,189,223
|
|
1-for-2
|
50%
|
1,500,000,000
|
12,405,389
|
1,487,594,612
|
|
1-for-3
|
67%
|
1,500,000,000
|
8,270,259
|
1,491,729,741
|
|
1-for-4
|
75%
|
1,500,000,000
|
6,202,694
|
1,493,797,306
|
|
1-for-5
|
80%
|
1,500,000,000
|
4,962,155
|
1,495,037,845
|
|
1-for-6
|
83%
|
1,500,000,000
|
4,135,130
|
1,495,864,871
|
|
1-for-7
|
86%
|
1,500,000,000
|
3,544,397
|
1,496,455,603
|
|
1-for-8
|
88%
|
1,500,000,000
|
3,101,347
|
1,496,898,653
|
|
1-for-9
|
89%
|
1,500,000,000
|
2,756,753
|
1,497,243,247
|
|
1-for-10
|
90%
|
1,500,000,000
|
2,481,078
|
1,497,518,922
|
Shareholders
should recognize that once the reverse split is effected, they will own a fewer
number of shares than they currently own (a number equal to the number of shares
owned immediately prior to the reverse split divided by a number between two and
ten). While we expect that the reverse split will result in an
increase in the per share price of our common stock, the reverse split may not
increase the per share price of our common stock in proportion to the reduction
in the number of shares of our common stock outstanding. It also may
not result in a permanent increase in the per share price, which depends on many
factors, including our performance, prospects and other factors that may be
unrelated to the number of shares outstanding. The history of similar
reverse splits for companies in similar circumstances is varied.
Once the
reverse split is effected and should the per share price of our common stock
decline, the percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would occur in the absence of
the reverse split. Furthermore, the liquidity of our common stock
could be adversely affected by the reduced number of shares that would be
outstanding after the reverse split.
In
addition, the reverse split will likely increase the number of shareholders who
own “odd lots” (stockholdings in amounts of less than 100
shares). Shareholders who hold odd lots typically will experience an
increase in the cost of selling their shares, as well as possible greater
difficulty in effecting such sales. Any reduction in brokerage
commissions resulting from the reverse split may be offset, in whole or in part,
by increased brokerage commissions required to be paid by shareholders selling
odd lots created by the reverse split.
Finally,
the number of authorized but unissued shares of our common stock relative to the
number of issued shares of our common stock will be increased. This
increased number of authorized but unissued shares of our common stock could be
issued by the Board without further shareholder approval, which could result in
dilution to the holders of our common stock.
The
increased proportion of unissued authorized shares to issued shares could also,
under certain circumstances, have an anti-takeover effect. For
example, the issuance of a large block of common stock could dilute the
ownership of a person seeking to effect a change in the composition of our Board
of Directors or contemplating a tender offer or other
transaction. However, the reverse split has not been authorized in
response to any effort of which the Company is aware to accumulate shares of
common stock or obtain control of the Company. The Company’s Articles
of Incorporation do not currently contain provisions having an anti-takeover
effect. Other than the reverse stock split, the Board of Directors
does not currently contemplate recommending the adoption of any other amendments
to our Articles of Incorporation that could be construed to reduce or interfere
with the ability of third parties to take over or change the control of our
Company.
Exchange
Act Matters
Our
common stock is currently registered under the Exchange Act, and we are subject
to the periodic reporting and other requirements of the Exchange
Act. The reverse split, if implemented, will not affect the
registration of our common stock under the Exchange Act or our reporting or
other requirements thereunder. Our common stock is currently traded,
and following the reverse split will continue to be traded, on the
Over-The-Counter Bulletin Board. However, our common stock will be
traded under a new symbol, subject to our continued satisfaction of the OTCBB
listing requirements, which we will request once the reverse stock split is
complete. Note, however, that the CUSIP number for our common stock
will also change in connection with the reverse split and will be reflected on
new certificates issued by the Company and in electronic entry
systems.
Accounting
Matters
The
reverse split will not affect total shareholders’ equity on our balance
sheet. As a result of the reverse split, the stated capital component
attributable to our common stock will be reduced to an amount equal to between
one-half and one-tenth of its present amount and the additional paid-in capital
component will be increased by the amount by which the stated capital component
is reduced. The per share net loss and net book value per share of
our common stock will be increased as a result of the reverse split because
there will be fewer shares of our common stock outstanding.
Procedure
for Effecting the Reverse Split and Filing the Certificate of
Amendment
Generally
The Board
of Directors will file the Articles of Amendment, which will not reflect a
change in the par value of the Company’s common stock as a result of the reverse
split with the Secretary of State of the State of Nevada. The reverse
split will become effective as of 5:00 p.m. eastern time on the date of filing,
which time on such date will be referred to as the “effective
time.” At the effective time, each lot of between two and ten shares
of common stock issued and outstanding immediately prior to the effective time
will, automatically and without any further action on the part of our
shareholders, be combined into and become one share of common stock, subject to
the treatment for fractional shares described above, and each certificate which,
immediately prior to the effective time represented pre-reverse split shares,
will be deemed cancelled and, for all corporate purposes, will be deemed to
evidence ownership of post-reverse split shares. However, a
shareholder will not be entitled to receive any dividends or distributions
payable after the Articles of Amendment is effective until that shareholder
surrenders and exchanges his or her certificates.
The
Company’s transfer agent will act as exchange agent for purposes of implementing
the exchange of stock certificates. As soon as practicable after the
effective time, a letter of transmittal will be sent to our shareholders of
record as of the effective time for purposes of surrendering to the transfer
agent certificates representing pre-reverse split shares in exchange for
certificates representing post-reverse split shares in accordance with the
procedures set forth in the letter of transmittal. No new
certificates will be issued to a shareholder until such shareholder has
surrendered such shareholder’s outstanding certificate(s), together with the
properly completed and executed letter of transmittal, to the exchange
agent. From and after the effective time, any certificates formerly
representing pre-reverse split shares which are submitted for transfer, whether
pursuant to a sale, other disposition or otherwise, will be exchanged for
certificates representing post-reverse split
shares. SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
In
connection with the reverse split, our common stock will change its current
CUSIP number. This new CUSIP number will appear on any new
certificates representing post-reverse split shares of our common
stock.
Notwithstanding these potential
disadvantages, the Board of Directors believes that the reverse stock split is
in the best interest of
Striker Oil & Gas, Inc.
for the reasons set forth
above
.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE “FOR” THE
AMEND
MENT TO
THE COMPANY’S ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
AT A RATIO OF NOT LESS THAN 1-FOR-2 AND
NOT GREATER THAN 1-FOR-10 OF
OUR ISSUED AND OUTSTANDING COMMON
STOCK
.
PROPOSAL NUMBER 2 –ADOPTION OF THE 2008
STOCK OPTION PLAN
Background
Information
The Board of Directors adopted the 2008
Stock Option Plan (the “Plan”) in September 2008. The purpose of the
Plan is intended to advance the best interests of the Company, its affiliates
and stockholders by providing key employees, officers, directors and consultants
who have substantial responsibility for the management and growth of the Company
and its affiliates with additional incentives and an opportunity to obtain or
increase their proprietary interests in the Company, thereby encouraging them to
continue in the employ of the Company or any of its
affiliates.
The following is a summary of the Plan
which is qualified in its entirety by the plan attached hereto as Exhibit
A.
General Administration of the
Plan
The Plan will be administered by the
Company’s Compensation Committee, or if no Compensation Committee has been
formed, then it shall mean the entire Board of Directors. The
Committee will be authorized to grant to key employees and consultants of the
Company awards in the form of stock options, stock appreciation rights,
performance stock and restricted stock.
It is intended that the Committee shall
be comprised solely of at least two members who are both “non-employee
directors” as defined in Rule 16b-3 of the Securities and Exchange Act of 1934,
as amended, and “outside directors” as defined as a member who satisfies Section
162(m) of the Internal Revenue Code; provided, however, that until such time as
two such directors are available to serve in such roles, the failure to meet
this requirement shall not affect the validity of any grants under this
Plan.
The Committee has authority to amend
awards and to accelerate vesting and/or exercisability of awards, provided that
it cannot amend an outstanding option to reduce its exercise price or cancel an
option and replace it with an option with a lower exercise
price.
Eligibility
The Committee will select grantees from
among the key employees, officers, directors and consultants of the Company and
its subsidiaries. The eligible participants will be those who, in the
opinion of the Committee, have the capacity for contributing in a substantial
measure to the successful performance of the Company. No member of
the Committee may receive any award under the Plan if to do so would cause the
individual not be a “non-employee director” or “outside
director.” The Board of Directors may designate one or more
individuals who shall not be eligible to receive any award under the
Plan.
Shares Subject to the
Plan
Subject to adjustment as described
below, a maximum of 4,000,000 shares of Company common stock may be issued under
the Plan. If an award terminates or expires without shares of Company
common stock being issued, then the shares that were subject to the award will
again be available for grant. The shares may be authorized and
unissued shares or treasury shares. In the event of a stock split,
stock dividend, spin-off, or other relevant change affecting the Company’s
common stock, the Committee shall make appropriate adjustments to the number of
shares available for grants and to the number of shares and price under
outstanding grants made before the event.
Types of Awards Under the
Plan
Stock Options
The Committee may grant awards in the
form of options to purchase shares of the Company’s common
stock. With regard to each such option, the Committee will determine
the number of shares subject to the option, the manner and time of the exercise
of the option, and the exercise price per share of stock subject to the option;
provided however, that the exercise price of any “Incentive Option” (as defined
in the Plan) may not be less than the greater of (i) 100% of the fair market
value of the shares of Company common stock on the date the option is granted,
or (ii) the aggregate par value of the shares of stock on the date the option is
granted. In the case of any 10% stockholder, the price at which
shares of stock may be purchased under an Incentive Option shall not be less
than 110% of the fair market value of the stock on the date of
grant. The exercise price may, at the discretion of the Committee, be
paid by a participant in cash, shares of Company common stock or a combination
thereof. The period of any option shall be determined by the
Committee, but no Incentive Option may be exercised later than 10 years after
the date of grant. The aggregate fair market value, determined at the
date of grant of the Incentive Option, of Company common stock for which an
Incentive Option is exercisable for the first time during any calendar year as
to any participant shall not exceed the maximum limitation as provided in
Section 422 of the Code. Unless expressly provided for in the option
grant, an option shall terminate three months after severance of employment,
other than for death or severance for disability. Upon death or
severance for disability the option shall terminate on the earlier of the
expiration date or six months after the death or disability.
Stock Appreciation
Rights
The Plan also authorizes the Committee
to grant SARs. Upon exercising a SAR, the holder receives for each
share with respect to which the SAR is exercised, an amount equal to the
difference between the exercise price (which may not be less than the fair
market value of such share on the date of grant unless otherwise determined by
the Committee) and the fair market value of the Company common stock on the date
of exercise. At the Committee’s discretion, payment of such amount
may be made in cash, shares of Company common stock or a combination
thereof. Each SAR granted will be evidenced by an agreement
specifying the terms and conditions of the award, including the effect of
termination of employment (by reason of death, disability, retirement or
otherwise) on the exercisability of the SAR. No SAR may have a term
of greater than 10 years. Unless expressly provided for in the SAR, a
SAR shall terminate three months after severance of employment, other than for
death or severance for disability. Upon death or severance for
disability the SAR shall terminate on the earlier of the expiration date or six
months after the death or disability.
Restricted Stock
Under the Plan, the Committee may award
restricted shares of the Company’s common stock to eligible persons from time to
time and subject to certain restrictions as determined by the
Committee. The nature and extent of restrictions on such shares, the
duration of such restrictions, and any circumstance which could cause the
forfeiture of such shares shall be determined by the Committee. The
Committee will also determine the effect of the termination of employment of a
recipient of restricted stock (by reason of retirement, disability, death or
otherwise) prior to the lapse of any applicable
restrictions.
Performance Shares
The Plan permits the Committee to grant
awards of performance shares to eligible persons from time to
time. These awards are contingent upon the achievement of certain
performance goals established by the Committee. The length of time
over which performance will be measured, the performance goals, and the criteria
to be used in determining whether and to what degree the goals have been
attained will be determined by the Committee. The Committee will also
determine the effect of termination of employment of a grantee (by reason of
death, retirement, disability or otherwise) during the performance
period.
Change in Control
In order to preserve the rights of
participants in the event of a Corporate Transaction (as defined in the Plan),
an unexercised option shall automatically accelerate so that they shall
immediately prior to the specified effective date for the Corporate Transaction
become 100% vested and exercisable; provided however, that any unexercised
option shall not accelerate if and to the extent such option is, in connection
the Corporate Transaction, either to be assumed by the successor corporation or
parent thereof or be replaced with a comparable award by the
successor corporation. All outstanding options may be canceled by the
Board of Directors as of the effective date of any Corporate
Transaction. After a merger of one or more corporations into the
Company or after a consolidation of the Company and one or more corporations in
which the Company shall be the surviving corporation, each eligible person shall
be entitled to have his Restricted Stock and shares earned under a Performance
Stock Award appropriately adjusted based on the manner the stock was adjusted
under the terms of the agreement of merger or consolidation. The
Committee will make similar adjustments, as appropriate, in outstanding Stock
Appreciation Rights.
Amendment and Termination of the
Plan
The Board of Directors may amend, alter,
suspend, discontinue or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder approval which (a)
is required to be approved by stockholders to comply with applicable laws or
rules, (b) materially increase the number of shares of Company common stock
reserved for issuance under the Plan, (c) materially modify the requirements to
eligibility for participation in the Plan, or (d) would cause the Company to be
unable to grant Incentive Options.
Federal Income Tax
Consequences
Under current
U.S.
federal tax law, the following are the
U.S.
federal income tax consequences
generally arising with respect to awards made under the
Plan.
Exercise of Incentive Option and
Subsequent
Sale
of Shares
A participant who is granted an
Incentive Option does not realize taxable income at the time of the grant or at
the time of exercise. If the participant makes no disposition of
shares acquired pursuant to the exercise of an Incentive Option before the later
of two years from the date of grant or one year from such date of exercise
(“statutory holding period”) any gain (or loss) realized on such disposition
will be recognized as a long-term capital gain (or loss). Under such
circumstances, the Company will not be entitled to any deduction for federal
income tax purposes.
However, if the participant disposes of
the shares during the statutory holding period, that will be considered a
disqualifying disposition. Provided the amount realized in the
disqualifying disposition exceeds the exercise price, the ordinary income a
participant shall recognize in the year of a disqualifying disposition will be
the lesser of (i) the excess of the amount realized over the exercise price or
(ii) the excess of the fair market value of the shares at the time of the
exercise over the exercise price; and the Company generally will be entitled to
a deduction for the amount of ordinary income recognized by such
participant. The ordinary income recognized by the participant is not
considered wages and the Company is not required to withhold, or pay employment
taxes, on such ordinary income. Finally, in addition to the ordinary
income described above, the participant shall recognize capital gain on the
disqualifying disposition in the amount, if any, by which the amount realized in
the disqualifying disposition exceeds the fair market value of the shares at the
time of the exercise, and shall be long-term or short-term capital gain
depending on the participant’s post-exercise holding period for such
shares.
Special tax rules apply when all or a
portion of the exercise price of an Incentive Option is paid by delivery of
already owned shares, but generally it does not materially change the tax
consequences described above. However, the exercise of an Incentive
Option with shares which are, or have been, subject to an Incentive Option,
before such shares have satisfied the statutory holding period, generally will
result in the disqualifying disposition of the shares
surrendered.
Notwithstanding the favorable tax
treatment of Incentive Options for regular tax purposes, as described above, for
alternative minimum tax purposes, an Incentive Option is generally treated in
the same manner as a nonqualified stock option. Accordingly, a
participant must generally include as alternative minimum taxable income for the
year in which an Incentive Option is exercised, the excess of the fair market
value of the shares acquired on the date of exercise over the exercise price of
such shares. However, to the extent a participant disposes of such
shares in the same calendar year as the exercise, only an amount equal to the
optionee’s ordinary income for regular tax purposes with respect to such
disqualifying disposition will be recognized for the optionee’s calculation of
alternative minimum taxable income in such calendar year.
Exercise of Nonqualified Stock Option
and Subsequent
Sale
of Shares
A participant who is granted a
nonqualified stock option does not realize taxable income at the time of the
grant, but does recognize ordinary income at the time of exercise in an amount
equal to the excess of the fair market value of the shares acquired on the date
of exercise over the exercise price of such shares; and the Company generally
will be entitled to a deduction for the amount of ordinary income recognized by
such participant. The ordinary income recognized by the participant
is considered supplemental wages and the Company is required to withhold, and
the Company and the participant are required to pay applicable employment taxes,
on such ordinary income.
Upon the subsequent disposition of
shares acquired through the exercise of a nonqualified stock option, any gain
(or loss) realized on such disposition will be recognized as a long-term, or
short-term, capital gain (or loss) depending on the participant’s post-exercise
holding period for such shares.
Lapse of Restrictions on Restricted
Stock and Subsequent
Sale
of Shares
A participant who has been granted an
award of restricted stock does not realize taxable income at the time of the
grant. When the restrictions lapse, the participant will recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares at such time over the amount, if any, paid for such shares; and the
Company generally will be entitled to a deduction for the amount of ordinary
income recognized by such participant. The ordinary income recognized
by the participant is considered supplemental wages and the Company is required
to withhold, and the Company and the participant are required to pay applicable
employment taxes, on such ordinary income. Upon the subsequent
disposition of the formerly restricted shares, any gain (or loss) realized on
such disposition will be recognized as a long-term, or short-term, capital gain
(or loss) depending on the participant’s holding period for such shares after
their restrictions lapse.
Under Section 83(b) of the Code, a
participant who receives an award of restricted stock may elect to recognize
ordinary income for the taxable year in which the restricted stock was received
equal to the excess of the fair market value of the restricted stock on the date
of the grant, determined without regard to the restrictions, over the amount (if
any) paid for the restricted stock. Any gain (or loss) recognized
upon a subsequent disposition of the shares will be capital gain (or loss) and
will be long-term or short-term depending on the post-grant holding period of
such shares. If, after making the election, a participant forfeits
any shares of restricted stock, or sells restricted stock at a price below its
fair market value on the date of grant, such participant is only entitled to a
tax deduction with respect to the consideration (if any) paid for the restricted
stock, not the amount elected to be included as income at the time of
grant.
SARs, Performance Shares and Stock
Awards
A participant who is granted a SAR does
not realize taxable income at the time of the grant, but does recognize ordinary
income at the time of exercise of the SAR in an amount equal to the excess of
the fair market value of the shares (on the date of exercise) with respect to
which the SAR is exercised, over the grant price of such shares; and the Company
generally will be entitled to a deduction for the amount of ordinary income
recognized by the such participant.
A participant who has been awarded a
performance share or a stock award does not realize taxable income at the time
of the grant, but does recognize ordinary income at the time the award is paid
equal to the amount of cash (if any) paid and the fair market value of shares
(if any) delivered; and the Company generally will be entitled to a deduction
for the amount of ordinary income recognized by such
participant.
The ordinary income recognized by a
participant in connection with a SAR, performance share or a stock award is
considered supplemental wages and the Company is required to withhold, and the
Company and the participant are required to pay applicable employment taxes, on
such ordinary income.
To the extent, if any, that shares are
delivered to a participant in satisfaction of either the exercise of a SAR or
the payment of a performance share or stock award, upon the subsequent
disposition of such shares any gain (or loss) realized will be recognized as a
long-term, or short-term, capital gain (or loss) depending on the participant’s
post- delivery holding period for such shares.
Plan Benefits
Grants and awards under the Plan, which
may be made to Company executive officers, directors, consultants and other
employees, are not presently determinable.
Information Regarding Options
Granted
Grants and awards under the Plan, which
may be made to Company executive officers, directors, consultants and other
employees, other than provided for below, are not presently
determinable. If the shareholders approve the Plan, such grants and
awards will be made at the
discretion of the Compensation Committee
or the Board of Directors in accordance with the compensation policies of the
Compensation Committee
.
In April 2008, the Board of Directors
granted stock options to purchase common stock pursuant to the Plan, subject to
shareholder approval of Plan. The following table describes the
number of shares of common stock underlying options that have been granted
subject to the Plan on a pre-split basis:
|
Name
|
Number of
Shares
|
Exercise
Price
|
Value
(1)
|
|
James T.
DeGraffenreid
|
150,000
|
$0.50
|
$107,158
|
|
Robert
Wonish
|
600,000
|
$0.50
|
571,514
|
|
Executive Group (includes 1
officers)
|
750,000
|
|
$678,672
|
|
|
|
|
|
|
Non-Executive Director Group
(includes directors)
|
--
|
--
|
--
|
|
Non-Executive Officer Employee
Group
|
--
|
--
|
--
|
|
(1)
|
Calculated using the Black-Scholes
option pricing model.
|
Equity Compensation Plan
Information
The following table sets forth
information, as of December 31, 2007, with respect to the Company’s compensation
plans under which common stock is authorized for issuance. We believe
that the exercise price for all of the options set forth below reflects fair
market value.
|
|
Number of Securities To be Issued
Upon Exercise of Outstanding Options, Warrants and
Rights
|
Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights
|
Number of Securities Remaining
Available for Future Issuance Under Equity Compensation Plans (Excluding
Securities Reflected in Column A)
|
|
Plan
Category
|
(A)
|
(B)
|
(C)
|
|
Equity Compensation Plans Approved
by Security Holders
|
2,825,333
|
$0.530
|
604,295
|
|
Equity Compensation Plans not
Approved by Security Holders
|
6,000,000
|
$0.203
|
2,000,000
|
|
Total
|
8,825,333
|
|
2,604,295
|
Adoption of the Plan
In September 2008, our Board of
Directors, believing it to be in the best interests of the Company, adopted the
Plan.
Vote Required
Approving the Plan requires a majority
of the vote of holders of the shares of common stock present and entitled to
vote at the Special Meeting. Abstentions and broker non-votes will
not be counted as having been voted on the proposal and will have the effect of
voting against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADOPTION OF THE
PLAN.
SIGNIFICANT
STOCKHOLDERS
The following table sets forth certain
information regarding beneficial ownership of our common stock as of
November 21
, 2008
(i) by each person who is known by us
to beneficially own more than 5% of our common stock, (ii) by each of our
officers and directors, and (iii) by all of our officers and directors as a
group. The number of shares beneficially owned by each director or
executive officer is determined under rules of the SEC, and the information is
not necessarily indicative of beneficial ownership for any other
purpose. Under the SEC rules, beneficial ownership includes any
shares as to which the individual has the sole or shared voting power or
investment power. In addition, beneficial ownership includes any shares that the
individual has the right to acquire within 60 days. Unless otherwise indicated,
each person listed below has sole investment and voting power (or shares such
powers with his or her spouse). In certain instances, the number of shares
listed includes (in addition to shares owned directly), shares held by the
spouse or children of the person, or by a trust or estate of which the person is
a trustee or an executor or in which the person may have a beneficial
interest.
As of November 21, 2008, there were 24,810,777
shares of common stock outstanding.
|
Name and Address
of Owner
(1)
|
Number of
Shares
Owned
|
Percentage of
Class
|
|
|
Kevan Casey
|
|
9,645,272
(2)
|
|
38.88
|
%
|
|
Robert G.
Wonish
|
|
226,457
|
|
*
|
|
|
James
DeGraffenreid
|
|
66,667
(4)
|
|
*
|
|
|
All Officers and Directors as a
Group (4 persons)
|
|
9,821,825
(5)
|
|
39.59
|
%
|
|
|
|
|
|
|
|
|
KM Casey No.1
Ltd.
|
|
9,532,700
(6)
|
|
38.42
|
%
|
|
Tommy Allen
23510 Belle Vernon
Dr
Spring,
Texas
77389
|
|
2,352,662
(7)
|
|
9.48
|
%
|
|
Allen Family
Trust
23510 Belle Vernon
Dr
Spring,
Texas
77389
|
|
2,062,061
(8)
|
|
8.31
|
%
|
* Less than 1%.
|
(1)
|
Address is 5075 Westheimer,
Suite
975
,
Houston
,
Texas
77056
unless otherwise
indicated.
|
|
(2)
|
Includes
93,000
shares issuable upon exercise of
currently exercisable stock options owned by Mr. Casey and
9,532,700
shares
owned by KM Casey No. 1 LTD
.
|
|
(3)
|
Includes 360,000 shares issuable
upon exercise of currently exercisable stock
options.
|
|
(4)
|
Represents
66,667
shares issuable upon exercise of
currently exercisable stock
options.
|
|
(5)
|
Includes
259,667
shares issuable upon exercise of
currently exercisable stock
options.
|
|
(6)
|
Mr. Kevan Casey exercises voting
and dispositive power over all shares beneficially owned by KM Casey No. 1
LTD.
|
|
(7)
|
The shares reported as
beneficially owned by Tommy Allen consist of (i) 290,601 registered in the
name of Mr. Allen and (ii)
2,062,061 shares registered in the name
of the Allen Family Trust. Mr. Allen
exercises voting and dispositive
power over all shares beneficially owned by
the Allen Family
Trust.
|
|
(8)
|
Tommy
Allen
exercises voting and
dispositive power over all shares beneficially owned by
the Allen
Family Trust.
|
DESCRIPTION
OF SECURITIES
Common
Stock
We are
authorized to issue up to 1,500,000,000 shares of common stock, par value
$.001. As of November 21, 2008, there were 24,810,777 shares of
common stock outstanding. Holders of our common stock are entitled to
one vote per share on all matters to be voted upon by the
stockholders. The election of directors requires a plurality of votes
cast by our stockholders. All other actions by our stockholders
require a majority of votes cast. Holders of common stock are
entitled to receive ratably such dividends, if any, as may be declared by the
Board of Directors out of funds legally available therefore. Upon the
liquidation, dissolution, or winding up of our company, the holders of common
stock are entitled to share ratably in all of our assets which are legally
available for distribution after payment of all debts and other liabilities and
liquidation preference of any outstanding common stock. Holders of
common stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of common stock are validly issued,
fully paid and non-assessable. The rights, preferences and privileges
of holders of our common stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of preferred stock which we may
designate and issue in the future without further stockholder
approval.
The
transfer agent of our common stock is OTC Stock Transfer Inc., 231 East 2100
South Suite F, Salt Lake City, Utah 84114.
Preferred
Stock
We
are authorized to issue up to 25,000,000 shares of preferred stock, par value
$.001. As of November 21, 2008, no shares of preferred stock are
issued and outstanding. The shares of preferred stock may be issued
in series, and shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such stock adopted from time to time by the Board
of Directors. The Board of Directors is expressly vested with the
authority to determine and fix in the resolution or resolutions providing for
the issuances of preferred stock the voting powers, designations, preferences
and rights, and the qualifications, limitations or restrictions thereof, of each
such series to the full extent now or hereafter permitted by the laws of the
State of Nevada.
Options
As
of November 21, 2008, we have issued and outstanding 950,000 options to purchase
shares of our common stock pursuant to our 2008 Stock Option Plan, which shall
vest upon approval of the Plan, and 295,067 options to purchase shares of our
common stock pursuant to our 2004 Stock Option Plan and 500,000 options to
purchase shares of our common stock pursuant to our 2007 Stock Option
Plan.
Warrants
In
connection with a Securities Purchase Agreement dated May 17, 2007, as amended
on February 20, 2008, we issued warrants to purchase an aggregate of
1,624,300 shares of common stock as
follows:
|
·
|
warrant
to purchase 509,000 shares of common stock exercisable at $2.75 per
share;
|
|
·
|
warrant
to purchase 430,800 shares of Common Stock exercisable at $3.25 per
share;
|
|
·
|
warrant
to purchase 373,400 shares of Common Stock exercisable at $3.75 per share
and
|
|
·
|
warrant
to purchase 311,100 shares of Common Stock exercisable at $4.50 per
share.
|
All
of the warrants expire five years from the date of issuance.
In addition, in connection with the
amendment on February 20, 2008, we issued additional
warrants to purchase
an aggregate of 2,722,237 shares of common stock as follows:
|
·
|
warrant
to purchase 1,357,334 shares of common stock at $0.75 per
share;
|
|
·
|
warrant
to purchase 689,280 shares of Common Stock at $1.25 per
share;
|
|
·
|
warrant
to purchase 426,743 shares of Common Stock at $1.75 per share
and
|
|
·
|
warrant
to purchase 248,880 shares of Common Stock at $2.50 per
share.
|
All
of the warrants expire on May 17, 2012.
Convertible
Securities
To obtain
funding for our ongoing operations, we entered into a securities purchase
agreement with YA Global Investments, L.P. (formerly, Cornell Capital Partners
L.P.), an accredited investor, on May 17, 2007, for the sale of $7,000,000 in
secured convertible debentures. They have provided us with an
aggregate of $7,000,000 as follows:
|
·
|
$3,500,000
was disbursed on May 17, 2007;
|
|
·
|
$2,000,000
was disbursed on June 29, 2007; and
|
|
·
|
$1,500,000
was disbursed on October 24, 2007.
|
Accordingly,
we received a total of $7,000,000, less a 10% commitment fee of $700,000 and a
$15,000 structuring fee for net proceeds of $6,285,000 pursuant to the
securities purchase agreement. We had previously paid an additional
$15,000 to Yorkville Advisors as a structuring fee.
The
convertible debentures bear interest at 9%, mature 30 months from the date of
issuance, and are convertible into our common stock, at the selling
stockholder’s option, at a rate of $2.50 per share, subject to
adjustment. The investor has contractually agreed to restrict its
ability to convert its debentures or exercise its warrants and receive shares of
our common stock such that the number of shares of common stock held by it and
its affiliates after such conversion or exercise does not exceed 4.99% of the
then issued and outstanding shares of common stock.
The
conversion price of the secured convertible debentures will be adjusted in the
following circumstances:
|
·
|
If
we pay a stock dividend, engage in a stock split, reclassify our shares of
common stock or engage in a similar transaction, the conversion price of
the secured convertible debentures will be adjusted
proportionately;
|
|
·
|
If
we issue rights, options or warrants to all holders of our common stock
(and not to YA Global Investments) entitling them to subscribe for or
purchase shares of common stock at a price per share less than $2.50 per
share, other than issuances specifically permitted by the securities
purchase agreement then the conversion price of the secured convertible
debentures will be adjusted on a weighted-average
basis;
|
|
·
|
If
we issue shares, other than issuances specifically permitted by the
securities purchase agreement of our common stock or rights, warrants,
options or other securities or debt that are convertible into or
exchangeable for shares of our common stock, at a price per share less
than $2.50 per share, then the conversion price will be adjusted to such
lower price on a full-ratchet
basis;
|
|
·
|
If
we distribute to all holders of our common stock (and not to YA Global
Investments) evidences of indebtedness or assets or rights or warrants to
subscribe for or purchase any security, then the conversion price of the
secured convertible debenture will be adjusted based upon the value of the
distribution as a percentage of the market value of our common stock on
the record date for such
distribution;
|
|
·
|
If
we reclassify our common stock or engage in a compulsory share exchange
pursuant to which our common stock is converted into other securities,
cash or property, YA Global Investments will have the option to either (i)
convert the secured convertible debentures into the shares of stock and
other securities, cash and property receivable by holders of our common
stock following such transaction, or (ii) demand that we prepay the
secured convertible debentures;
|
|
·
|
If
we engage in a merger, consolidation or sale of more than one-half of our
assets, then YA Global Investments will have the right to (i) demand that
we prepay the secured convertible debentures, (ii) convert the secured
convertible debentures into the shares of stock and other securities, cash
and property receivable by holders of our common stock following such
transaction, or (iii) in the case of a merger or consolidation, require
the surviving entity to issue a convertible debenture with similar terms;
and
|
|
·
|
If
there is an occurrence of an event of default, as defined in the secured
convertible debentures, or the secured convertible debentures are not
redeemed or converted on or before the maturity date, the secured
convertible debentures shall be convertible into shares of our common
stock at the lower of (i) the then applicable conversion price; (ii) 90%
of the average of the three lowest volume weighted average prices of our
common stock, as quoted by Bloomberg, LP, during the 10 trading days
immediately preceding the date of conversion; or (iii) 20% of the volume
weighted average prices of our common stock, as quoted by Bloomberg, LP,
on May 17, 2007.
|
On
February 20, 2008
, we
entered into an Amendment Agreement with YA Global Investments, L.P.,
amending certain notes and warrants entered into in connection with the
Securities Purchase Agreement executed on May 17, 2007, by and between us and YA
Global.
The
Amendment amends the notes as follows: (i) the interest rate was increased from
9% to 14%; (ii) the maturity date was changed from November 17, 2009 to December
31, 2010; (iii) the conversion price was changed from $2.50 per share to $0.75
per share; (iv) we agreed to make monthly payments of principal and interest of
$100,000 beginning on March 1, 2008 and a one-time balloon payment of $1,300,000
due and payable on December 31, 2009. Based on this revised conversion price,
the $4,649,195 in secured convertible debentures remaining as of
November 21,
2008, excluding interest, are convertible into6,198,927 shares of our common
stock.
Independent
Public Accountants
The
Company has selected Malone & Bailey, PC (“Malone & Bailey”) as the
Company’s independent public accountants for the fiscal year ending
December 31, 2007. The Board at its discretion may direct the
appointment of a different independent accounting firm at any time during the
subsequent year if the Board determines that such a change would be in the best
interests of the Company and its shareholders.
A
representative of Malone & Bailey is not expected to attend the Special
Meeting and is not expected to make a statement, but will be available to
respond to appropriate questions and may make a statement if such representative
desires to do so.
OTHER MATTERS
The Board knows of no other business to
come before the Special Meeting. However, if any other matters are
properly brought before the Special Meeting, the persons named in the
accompanying form of proxy or their substitutes will vote in their discretion on
those matters.
Record Date
Our board of directors has fixed the
close of business on
October 22
, 2008, as the record date for the
determination of stockholders who are entitled to receive this information
statement. There were
23,376,351
shares of our common stock issued and
outstanding on the record date.
Incorporation by
Reference
This Proxy Statement incorporates by
reference the following documents that we have previously filed with the SEC.
They contain important information about
the Company
and its financial
condition.
|
·
|
Our Annual Report on
Form 10-K
SB
/A for the year ended
December 31,
2007.
|
|
·
|
Our Quarterly Report on
Form 10-Q for the quarter ended September 30,
2008.
|
|
·
|
Our Quarterly Report on
Form 10-Q for the quarter ended June 30,
2008.
|
|
·
|
Our Quarterly Report on
Form 10-Q
/A
for the quarter ended
March 31, 2008.
|
|
·
|
Our
Information
Statement on
Schedule 14
C
filed
March 11
,
2008.
|
We also incorporate by reference any
additional documents that we may file with the Commission under
Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act between the
date of this Proxy Statement and the date of the Special
Meeting.
Where You Can Find More
Information
We are subject to the information and
reporting requirements of the Securities Exchange Act and in accordance with the
Exchange Act, we file periodic reports, such as our annual report, and other
information with the SEC relating to our business, financial statements and
other matters. You may read and copy any document that we file at the
public reference facilities of the SEC in
Washington
,
D.C.
You may call the SEC at
1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available on the SEC’s website at
www.sec.gov.
By Order of the Board of
Directors
Kevan Casey
Chief Executive
Officer
December 8, 2008
WHETHER OR NOT YOU PLAN TO ATTEND THE
SPECIAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE
ACCOMPANYING PROXY BY MAIL OR BY FAX AT
713-402-6799
. YOU MAY REVOKE YOUR PROXY AT ANY TIME
PRIOR TO THE SPECIAL MEETING. IF YOU DECIDE TO ATTEND THE SPECIAL
MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY
VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS
MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE
SPECIAL MEETING.
FORM OF
PROXY
STRIKER
OIL & GAS, INC.
SPECIAL
MEETING OF SHAREHOLDERS
December
19, 2008
STRIKER
OIL & GAS, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned shareholder of Striker Oil & Gas, Inc. (the “Company”) hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders and
appoints Kevan Casey with full power of substitution, as Proxy or Proxies to
vote as specified in this Proxy all the shares of common stock of the Company of
the undersigned at the Special Meeting of Shareholders of the Company to the
held at 11:00 A.M.., Central Time, Friday, December 19, 2008, and any and all
adjournments or postponements thereof. Either of such Proxies or substitutes
shall have and may exercise all of the powers of said Proxies
hereunder. The undersigned shareholder hereby revokes any proxy or
proxies heretofore executed for such matters.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO IMPLEMENT A REVERSE STOCK
SPLIT OF THE COMPANY’S COMMON STOCK AT A RATIO OF NOT LESS THAN 1-FOR-2 AND NOT
GREATER THAN 1-FOR-10, VOTED FOR THE APPROVAL OF THE ADOPTION OF THE COMPANY’S
2008 STOCK OPTION PLAN, AND IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THE UNDERSIGNED SHAREHOLDER
MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY THE DELIVERING TO THE
SECRETARY OF THE COMPANY EITHER A WRITTEN REVOCATION OF THE PROXY OR A DULY
EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE SPECIAL MEETING AND
VOTING IN PERSON.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” THE DIRECTORS’ NOMINEES UNDER PROPOSAL ONE.
PLEASE MARK, SIGN, DATE, AND RETURN THIS CARD BY MAIL OR BY FAX TO
713-402-6799.
1. To
approve an amendment to the Company’s Articles of Incorporation to implement a
reverse stock split of the Company’s common stock, par value $0.001 per share,
at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the
exact ratio to be set within such range in the discretion of the Board of
Directors, without further approval or authorization of shareholders, provided
that the Board of Directors determines to effect the reverse stock split and
such amendment is filed with the Nevada Secretary of State (if necessary) no
later than December 31, 2009.
For Against Abstain
[ ] [ ] [ ]
2. To
approve the adoption of the Company’s 2008 Stock Option Plan.
[ ] [ ] [ ]
[Signature
page follows]
TO VOTE YOUR PROXY BY
FAX
:
Mark
your vote, sign and date this proxy and fax to:
713-402-6799
.
DATED:
______________________ _______________________________
[Signature]
_______________________________
[Signature
if jointly held]
_______________________________
[Printed
Name]
Striker Oil and Gas (CE) (USOTC:SOIS)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
Striker Oil and Gas (CE) (USOTC:SOIS)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
