- Amended Securities Registration (section 12(g)) (8-A12G/A)
March 13 2009 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A /A
AMENDMENT
NO. 1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
INDEX
OIL AND GAS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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20-0815369
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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10000
Memorial Drive, Suite 440, Houston, Texas
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77024
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
None
If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box.
o
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box.
þ
Securities
Act registration statement file number to which this form relates (if
applicable): N/A
Securities
to be registered pursuant to Section 12(g) of the Act:
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Common
Stock, par value $0.001 per share
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(Title
of Class)
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Explanatory
Note
This
Amendment No. 1 to the Registration Statement on Form 8-A (“Registration
Statement”), amends the Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on July 11, 2005 to update the description of
the Registrant’s capital stock.
Item 1.
Description of Registrant’s Securities to be Registered.
The
description of the Registrant’s capital stock is hereby amended and restated as
follows:
Common
Stock
Index
Oil and Gas Inc.’s (the “Company”) authorized capital stock consists of Five
Hundred Ten Million (510,000,000) shares of capital stock with Five Hundred
Million (500,000,000) shares of common stock at a par value of $0.001 per share
and Ten Million (10,000,000) shares of preferred stock at a par value of $0.001
per share. As of February 13, 2009, there were 71,577,056 shares issued and
outstanding of the Company’s common stock. There are no issued and
outstanding shares of the Company’s preferred stock.
Holders
of the Company’s common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of the Company’s common stock representing a majority of the
voting power of the Company’s capital stock issued, outstanding and entitled to
vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of stockholders. By statute, a vote by the holders of a majority of
the Company’s outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to the Company’s
articles of incorporation.
Holders
of the Company’s common stock are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds. In
the event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. The Company’s common stock has no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the Company’s common stock.
Item 2.
Exhibits
The
following exhibits are being filed as part of this registration statement and
are incorporated by reference herein.
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Exhibit
Number
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Description
of Exhibit
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3.1
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Restated
Articles of Incorporation of Index Oil and Gas Inc. (incorporated by
reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed
September 5, 2008)
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3.2
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Bylaws
of Index Oil and Gas Inc., effective as of October 7, 2008
(incorporated by reference to Exhibit 3(ii) of Registrant’s Current Report
on Form 8-K filed on October 9,
2008)
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated:
March 13, 2009
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INDEX
OIL AND GAS INC.
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By:
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/s/
Andrew Boetius
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Name:
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Andrew
Boetius
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Title:
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
of Exhibit
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3.1
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Restated
Articles of Incorporation of Index Oil and Gas Inc. (incorporated by
reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed
September 5, 2008)
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3.2
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Bylaws
of Index Oil and Gas Inc., effective as of October 7, 2008
(incorporated by reference to Exhibit 3(ii) of Registrant’s Current Report
on Form 8-K filed on October 9,
2008)
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