As Filed
with the Securities and Exchange Commission on December 22, 2008
Registration
No. 333-__________
United
States Securities and Exchange Commission
Washington
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GeoGlobal
Resources Inc.
(Exact
Name of Registrant as specified in its Charter)
Delaware
33-0464753
(State or
other jurisdiction of incorporation or
organization) (IRS
Employer Identification Number)
310,
605 – 1 Street, SW, Calgary, Alberta, Canada T2P 3S9
(403)
777-9250
(Address,
including zip code, and telephone number, including area code, of Registrant's
principal executive offices)
2008
Stock Incentive Plan
(Full
Title of Plan)
Allan
Kent, Executive Vice President and CFO
GeoGlobal
Resources, Inc.
310,
605 – 1 Street, SW, Calgary, Alberta T2P 3S9
(403)
777-9250
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
With a
Copy to:
William
S. Clarke, Esquire
William
S. Clarke, P.A.
Suite
A-202, 65 South Main Street, Pennington, NJ 08534
Calculation
of Registration Fee
|
Title
of
Securities
to be
Registered
|
Amount
to be
Registered(1)(2)
|
Proposed
Maximum
Offering
Price
Per
Unit
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
|
Common Stock, $.001 par value
|
12,000,000
|
$1.65(3)
|
$19,800,000
|
$779
|
|
Total
$779
|
||||
(1) This
Registration Statement on Form S-8 relates to the registration of 12,000,000
shares of common stock issuable on exercise of options that may be granted under
the 2008 Stock Incentive Plan (the “Plan”) to selected employees, non-employee
members of the Board of Directors, and consultants or other independent advisors
who provide services to GeoGlobal Resources Inc., a Delaware corporation (the
“Company”).
(2) This
Registration Statement shall also cover any additional shares of common stock
that become issuable under the Plan 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
Company’s outstanding shares of common stock.
(3) Estimated
solely for the purpose of calculating the Registration Fee in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon
the average of the high and low prices of the registrant’s common stock reported
on the American Stock Exchange on December 19, 2008.
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual
Information.*
____________________________________________________________________________________________________
* Information
required by Part I to be contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with Rule 428 under the
Securities Act, and the “Note” to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Securities and Exchange Commission (“SEC”) allows us to “incorporate by
reference” information into this registration statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this registration statement, except for any information superseded by
information in this registration statement.
The
following documents filed by our company with the SEC are incorporated herein by
reference:
|
(a)
|
Our
Annual Report on Form 10-K for the year ended December 31, 2007, filed
with the SEC on June 10, 2008;
|
|
(b)
|
Our
Quarterly Reports on From 10-Q for the quarters ended March 31, 2008, June
30, 2008 and September 30, 2008, filed with the SEC on June 27, 2008,
August 11, 2008 and November 10, 2008,
respectively;
|
|
(c)
|
Our
Current Reports on Form 8-K for May 20, 2008 (filed May 27, 2008), for
April 1, 2008 (filed April 4, 2008), for January 30, 2008 (filed February
1, 2008) and January 8, 2008 (filed January 14, 2008);
and
|
|
(d)
|
The
description of our common stock contained in the Registration Statement on
Form 8-A filed with the SEC on April 27, 2004, including any amendments or
reports filed for the purpose of updating such
description.
|
All
reports (other than portions of Current Reports on Form 8-K furnished and not
filed, unless otherwise indicated therein) filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
You may
read and copy any reports, statements or other information we have filed at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC,
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC’s website at http://www.sec.gov.
Unless
the context otherwise requires, references to “we,” “us,” and “our” in this
registration statement refers to GeoGlobal Resources Inc. and our wholly-owned
consolidated subsidiaries.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides generally that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
against certain expenses, judgments, fines, settlements, and other amounts under
certain circumstances.
Our
Certificate of Incorporation limits, to the maximum extent permitted by Delaware
law, the personal liability of our directors and officers for monetary
damages. Our Bylaws require us to indemnify our directors and
executive officers to the fullest extent not prohibited by Delaware law or any
other applicable law, and permit us to indemnify its other
officers. A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article 5.1 of our
Bylaws.
Under our
Bylaws, we must generally advance all expenses incurred by our directors and
executive officers who are party or threatened to be made party to any action by
reason of the fact that each such director or executive officer is or was a
director or executive officer of our company. Each advancement shall
only be made if such director or executive officer undertakes to repay any such
advancement if it is ultimately determined that such person is not entitled to
be indemnified under our Bylaws or otherwise. Our Bylaws further
provide that we may purchase indemnification insurance on a person required or
permitted to be indemnified under the Bylaws.
These
indemnification provisions may be sufficiently broad to permit indemnification
of our officers and directors for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
From time
to time, we may enter into individual contracts with any or all of our directors
or officers regarding indemnification and advances, to the fullest extent
permitted under Delaware law. We believe that these agreements and
arrangements are necessary to attract and retain qualified persons as directors
and officers.
We carry
directors’ and officers’ liability insurance coverage which insures our
directors and officers and the directors and officers of our subsidiaries in
certain circumstances.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
|
Exhibit
Number
|
Description
|
|
|
4.1
|
2008
Stock Incentive Plan
|
|
|
5.1
|
Opinion
of William S. Clarke, P.A.
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm – KPMG
LLP
|
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm – Ernst & Young
LLP
|
|
|
23.3
|
Consent
of William S. Clarke, P.A. (included in Exhibit 5.1).
|
|
Item
9. Undertakings.
(a) We
hereby undertake:
|
(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,
as amended;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration
statement; and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration
statement;
|
PROVIDED,
HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by us 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 the time shall be deemed to be the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for purposes of determining any liability under the Securities Act, each
filing of our annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
|
|
(5)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and persons controlling our company
pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 our company of expenses incurred or
paid by a director, officer or controlling person of our company 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, our company will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such
issue.
|
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the 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
Calgary, Province of Alberta, Canada on the 22nd day of December,
2008.
GeoGlobal Resources Inc.
By: /s/ Jean
Paul
Roy
Jean Paul Roy, President and Chief
Executive Officer
/s/ Allan
Kent
(pursuant
to power of attorney)
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Jean Paul
Roy Director,
President and Chief
Executive
December 22, 2008
Jean Paul
Roy Officer
(Principal Executive Officer)
/s/ Allan
Kent
(pursuant
to power of attorney)
/s/ Allan J.
Kent Director,
Executive Vice President
and
December
22, 2008
Allan J.
Kent Chief
Financial Officer (Principal Financial
and
Accounting Officer)
/s/ Brent
Peters Director
December
22, 2008
Brent J.
Peters
/s/ Allan
Kent
(pursuant
to power of attorney)
/s/ Peter
Smith
Director
December 22, 2008
Peter R.
Smith
/s/ Allan
Kent
(pursuant
to power of attorney)
/s/ Michael
Hudson Director
December
22, 2008
Michael
J. Hudson
/s/ Allan
Kent
(pursuant
to power of attorney)
/s/ Avinash
Chandra Director December
22, 2008
Avinash
Chandra
/s/ Allan
Kent
(pursuant
to power of attorney)
GeoGlobal
Resources Inc.
Power
of Attorney
KNOW ALL MEN BY THESE PRESENTS that
each of the undersigned directors and officers of GeoGlobal Resources Inc., a
Delaware corporation, which is filing a Registration Statement on Form S-8 with
the Securities and Exchange Commission, Washington, D.C. 20549 under the
provisions of the Securities Act of 1933, as amended (the “Securities Act”),
hereby constitutes and appoints Jean Paul Roy and Allan Kent, and each of them,
the individual’s true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution, for the person and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any or
all amendments, including post-effective amendments, to the Registration
Statement, including a Prospectus or an amended Prospectus therein and any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and all other documents in
connection therewith to be filed with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact as agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Jean Paul
Roy Director,
President and Chief
Executive December
22, 2008
Jean Paul
Roy Officer
(Principal Executive Officer)
/s/ Allan J.
Kent
Director, Executive Vice President
and
December 22, 2008
Allan J.
Kent Chief
Financial Officer (Principal Financial
and Accounting Officer)
/s/ Brent J.
Peters Director
December 22, 2008
Brent J.
Peters
/s/ Peter R.
Smith Director
December 22, 2008
Peter R.
Smith
/s/ Michael J.
Hudson Director
December 22, 2008
Michael
J. Hudson
/s/ Avinash
Chandra Director December
22, 2008
Avinash
Chandra
GeoGlobal
Resources Inc.
REGISTRATION
STATEMENT ON FORM S-8
Index
to Exhibits
|
Exhibit
Number
|
Description
|
|
|
2008
Stock Incentive Plan
|
||
|
Opinion
of William S. Clarke, P.A.
|
||
|
Consent
of Independent Registered Public Accounting Firm – KPMG
LLP
|
||
|
Consent
of Independent Registered Public Accounting Firm – Ernst & Young
LLP
|
||
|
23.3
|
Consent
of William S. Clarke, P.A. (included in Exhibit 5.1).
|
|