As filed with the Securities and Exchange Commission on December 28, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ODYSSEY MARINE EXPLORATION, INC.
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Exact name of Registrant as specified in its charter
Nevada 84-1018684
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
3604 Swann Avenue, Tampa, Florida 33609
(813) 876-1776
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(Address of principal executive offices, including zip code)
1997 STOCK OPTION PLAN
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(Full title of the plan)
3604 Swann Avenue, Tampa, Florida 33609
(813) 876-1776
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(Name, address and telephone number,
including area code, of agent for service)
Copy to:
James P. Beck, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700, South Tower
Denver, Colorado 80202
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Proposed Maxi- Proposed Maxi- Amount of
Title of Securities Amount to be mum Offering mum Aggregate Registra-
to be Registered Registered(1) Price Per Share Offering Price tion Fee
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Common Stock 1,500,000 $0.78(2) $1,170,000 $279.62
$.0001 Par Shares
Value
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(1) Represents increase in the total number of shares reserved for issuance
under the 1997 Stock Option Plan. A total of 2,000,000 shares has been
registered under a registration statement on Form S-8 (File No.
333-50325) with respect to the 1997 Stock Option Plan. In addition,
pursuant to Rule 416 under the Securities Act of 1933, this registra-
tion statement includes an indeterminate number of additional shares
that may be offered and sold as a result of anti-dilution provisions
described in the above-described plans.
(2) Based on the exercise price of the options outstanding under the 1997
Stock Option Plan as to 600,000 shares and the average of the closing
bid and ask price of the Registrant's Common Stock on December 26,
2001, as reported on the OTC Bulletin Board, as to the remaining
900,000 shares.
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, Odyssey Marine Exploration, Inc., previously filed a
registration statement on Form S-8 with the Securities and Exchange Commission
(SEC File No. 333-50325) in connection with the registration of an aggregate
of 2,000,000 shares of common stock to be issued under the 1997 Stock Option
Plan.
Pursuant to General Instruction E of Form S-8, this registration
statement is filed by Odyssey Marine Exploration, Inc. solely to register an
additional 1,500,000 shares of Odyssey Marine Exploration, Inc. common stock
for issuance under the 1997 Stock Option Plan. This increase was approved by
the registrant's shareholders on December 5, 2001. Pursuant to Instruction E,
the contents of the previously filed registration statement on Form S-8 (SEC
File No. 333-50325) are hereby incorporated by reference into this
registration statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE LOCATION
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5 Opinion of Krys Boyle Freedman & Filed herewith electronically
Sawyer, P.C. as to the legality
of the securities being regis-
tered
23.1 Consent of Krys Boyle Freedman & Filed herewith electronically
Sawyer, P.C.
23.2 Consent of Giunta, Ferlita & Filed herewith electronically
Walsh, P.A.
II-1
SIGNATURES
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 Tampa, State of Florida, on the 27th day of
December 2001.
ODYSSEY MARINE EXPLORATION, INC.
By/s/ John C. Morris
John C. Morris, President and Chief
Executive Officer
Pursuant to the provisions 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
/s/ John C. Morris President and Director December 27, 2001
John C. Morris
/s/ Gregory P. Stemm Vice President and December 27, 2001
Gregory P. Stemm Director
/s/ David A. Morris Secretary and Treasurer December 27, 2001
David A. Morris (Chief Financial
Officer and Principal
Accounting Officer)
/s/ David J. Saul Director December 27, 2001
Dr. David J. Saul
/s/ Henri G. Delauze Director December 27, 2001
Henri G. Delauze
/s/ George Knutsson Director December 27, 2001
George Knutsson