Securities Registration: Employee Benefit Plan (s-8)
18 November 2016 - 10:29PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Strata Oil & Gas Inc.
(Exact name of registrant as specified in
its charter)
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Canada
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000-500934
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N/A
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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10010 - 98 Street, PO Box 7770
Peace River, AB T8S 1T3
(Address of principal executive offices)
_______________________________
2016
Stock Option Plan
(Full Title of the Plan)
Strata Oil & Gas Inc.
10010 - 98 Street, PO Box 7770
Peace River, AB T8S 1T3
877-237-5443
(Telephone number, including area code,
of agent for service)
________________________
Copy to:
William E. Cooper, Esq.
9909 Clayton Road, Suite 227
Saint Louis, MO 63124
314-581-4091
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
¨
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Smaller reporting company
x
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CALCULATION OF REGISTRATION FEE
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Title of
Securities To Be Registered
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Amount To Be Registered
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
(2)
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Amount of Registration Fee
(2)
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Common Stock, no par value
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12,000,000
(1)
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$.025
(2)
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$300,000
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$34.77
(3)
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of common stock which become issuable under the employee benefit plan described herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended.
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(3)
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The proposed maximum offering price and
registration fee are based upon the sum obtained by adding (i) the product of 12,000,000 shares of common stock
registered hereby under the 2016 Stock Option Plan multiplied by $0.025 (the average of the high and low sales prices per share
of common stock, as reported on the Over-the-Counter Bulletin Board on November 17, 2016, which is within five days of the filing
of this registration statement.
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Explanatory statement
This S-8 is being refiled soley to correct
the date in Part II, Item 3 Section (a) to be December 31, 2015.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
EXPLANATORY NOTE
In accordance with the Note to Part I of
Form S-8, the information specified by Part I of S-8 has been omitted from this Registration Statement on Form S-8. Such information
will be sent or given to participants in the employee benefit plan described herein as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). Although such documents are not being filed with the Securities and
Exchange Commission, they constitute (along with the documents incorporated by reference into this 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.
Strata Oil & Gas Inc. (the “Company”)
hereby states that (i) the documents listed below are incorporated by reference in this Registration Statement and (ii) all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), 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 this
Registration Statement and to be a part hereof from the date of filing of such documents.
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(a)
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The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2015;
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(b)
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The description of our common stock contained in the Company's Articles of Continuance, attached as Exhibit 3.4 to the Company's
Registration Statement on Form S-4, filed with the Commission on April 22, 2003, including any amendment or report filed for the
purpose of updating such description.
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All documents subsequently filed by the
Registrant with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any report or portion
thereof furnished or deemed furnished under any Current Report on Form 6-K) prior to the filing of a post-effective amendment to
this Registration Statement which indicated that all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the document enumerated above, being hereinafter referred to as “Incorporated
Documents”); provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Registrant's Annual Report on Form 20-F covering such year shall not be Incorporated
Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 20-F.
For purposes of this Registration Statement,
any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein 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 Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and
Counsel.
Not Applicable
Item 6. Indemnification of Directors and
Officers
Pursuant to Part 8 of the Company's Articles
of Continuance, no director or officer will be liable for: the acts, receipts, neglects or defaults of any other person, or for
joining in any receipt or act for conformity; any loss, damage or expense happening to the Company through the insufficiency or
deficiency of title to any property acquired by, for, or on behalf of the Company; the insufficiency or deficiency of any security
in or upon which any moneys of the Company are invested; any loss or damage arising from the bankruptcy, insolvency or wrongful
act of any person with whom any money, security or other property of the Company is lodged or deposited; or any other loss, damage,
or misfortune whatever which may arise out of the execution of the duties of his or her office or in relation thereto; unless the
same shall happen by and through his or her failure to exercise the powers and to discharge the duties of his or her office honestly
and in good faith with a view to the best interests of the Company, and in connection therewith to exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances.
Pursuant to Part 8 of the Company's Articles
of Continuance, the Company is required to indemnify a director or officer of the Company, a former director or officer of the
Company or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a
similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy
a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding
in which the individual is involved because of that association with the Company or other entity. The Company is authorized to
execute agreements evidencing its indemnity in favor of the foregoing persons to the full extent permitted by law. The Company
may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in
such Part, but the individual shall repay the moneys if the individual does not fulfill the conditions hereof. The Company will
not indemnify an individual unless the individual: acted honestly and in good faith with a view to the best interests of the Company,
or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a
similar capacity at the Company's request; and in the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.
Pursuant to Part 8 of the Company's Articles
of Continuance, the Company may purchase and maintain insurance for the benefit of an individual referred to in the foregoing section
against any liability incurred by the individual: in the individual's capacity as a director or officer of the Company; or in the
individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that
capacity at the Company's request.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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3.1
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Articles of Continuance*
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3.2
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Bylaws*
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4.1
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Strata Oil & Gas Inc. 2016 Stock Option Plan**
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4.2
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Form of Stock Option Agreement**
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5.1
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Opinion of William E. Cooper, Esq. as to the legality of the securities being registered**
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23.1
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Consent of William E. Cooper, Esq. (included in Exhibit 5.1)**
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23.2
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Consent of Independent Registered Public Accounting Firm **
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24.1
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Power of Attorney (Contained on the signature page of this Registration Statement)
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*
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Previously
filed with the Company's Registration Statement on Form S-4 on April
22, 2003.
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Item 9. Undertakings
(a) The undersigned 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:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. 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 reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) 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;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(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.
(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.
(b) 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.
(c) 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, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 18, 2016.
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Dated: November 18, 2016
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By:
/s/ Trevor Newton
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Trevor Newton
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Chief Executive Officer, President,
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Secretary and Director
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POWER OF ATTORNEY
KNOW ALL PERSON
BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints Trevor Newton with the power of
substitution, his attorney-in-fact, to sign any amendments to this Registration Statement and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
his substitute, may do or choose to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities
indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Trevor Newton
Trevor Newton
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Chief Executive Officer, President Secretary,
Treasurer and Director
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November 18, 2016
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/s/ Michael Ranger
Michael Ranger
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Director
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November 18, 2016
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