<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1998
Registration No. 333-______
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ODYSSEY MARINE EXPLORATION, INC.
----------------------------------------------------
Exact name of Registrant as specified in its charter
Nevada 84-1018684
- -------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
3507 Frontage Road, Suite 100, Tampa, Florida 33607
-----------------------------------------------------------
(Address of principal executive offices, including Zip Code)
CONSULTING AGREEMENT
----------------------
(Full title of the plan)
John C. Morris, President
3507 Frontage Road, Suite 100, Tampa, Florida 33607
(813) 282-0855
- ------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for
service)
Copy to: Jon D. Sawyer, Esq.
KRYS BOYLE FREEDMAN & SAWYER, P.C.
600 Seventeenth Street, Suite 2700, South Tower
Denver, Colorado 80202
(303) 893-2300
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Amount
Proposed Maxi- Proposed Maxi- of
Title of Securities Amount to be mum Offering mum Aggregate Registra-
to be Registered be Registered Price Per Share Offering Price tion Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 20,000 $2.00<FN1> $40,000 $100.00
$.0001 Par Value Shares
- ------------------------------------------------------------------------------
<FN>
<FN1>
Based on the average of the closing bid and ask prices of the Registrant's
Common Stock on April 14, 1998, as reported on the OTC Bulletin Board.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Odyssey Marine Exploration,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended February 28, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
May 31, 1997, August 31, 1997 and November 30, 1997.
(3) The Company's Current Report on Form 8-K dated August 8, 1997, as
amended.
(4) The description of the Common Stock as contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act (SEC File No. 0-26136).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
(a) Subsection (1) of Section 78.751 of the Nevada Corporation Law
empowers a corporation to "indemnify any person who 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the
II-1
<PAGE>
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful."
Subsection (2) of Section 78.751 empowers a corporation to "indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnify for such expenses as the court
deems proper."
Subsection 78.751(3) further provides that "to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or matter herein,
he must be indemnified by the corporation against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense."
(b) Article VII of the Company's Articles of Incorporation provides
that the Company is authorized to provide indemnification of its directors,
officers, employees and agents in excess of the indemnification expressly
permitted by Section 78.751 of the Nevada Corporation Law for breach of duty
to the Corporation and its shareholders subject only to the applicable limits
upon such indemnification as set forth in the Nevada Corporation Law.
(c) Article XI of the Company's Articles of Incorporation provides, as
permitted under Nevada law, that no director or officer shall be liable to the
Company or any shareholder for damages for breach of fiduciary duty, unless
such director or officer shall have acted or failed to act in a manner
involving intentional misconduct, fraud or a knowing violation of law, or
unless otherwise limited by Nevada law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
II-2
<PAGE>
EXHIBIT
NUMBER TITLE LOCATION
- ------- ----- --------
4.1 Articles of Incorporation Incorporated by reference to
Exhibit 4.1 to Registrant's
Form S-8 Registration State-
ment (No. 333-50325)
4.2 Bylaws Incorporated by reference to
Exhibit 4.2 to Registrant's
Form S-8 Registration State-
ment (No. 333-50325)
5 Opinion of Krys Boyle Freedman & Filed herewith electronically
Sawyer, P.C. as to the legality
of the securities being registered
23.1 Consent of Krys Boyle Freedman & Contained in its opinion filed
Sawyer, P.C. as Exhibit 5
23.2 Consent of Miller & McCollom Filed herewith electronically
23.3 Consent of Giunta, Ferlita & Filed herewith electronically
Walsh, P.A.
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 of 1933;
(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;
(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 subparagraphs (I) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
III-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
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 16th day of
April, 1998.
ODYSSEY MARINE EXPLORATION, INC.
By/s/ John C. Morris
John C. Morris, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John C. Morris President, Chief Executive April 16, 1998
John C. Morris Officer and Director
/s/ Gregory P. Stemm Vice President and Director April 16, 1998
Gregory P. Stemm
/s/ David A. Morris Treasurer (Chief Financial April 16, 1998
David A. Morris Officer and Principal
Accounting Officer)
/s/ William C. Callari Director April 16, 1998
William C. Callari
________________________ Director
Gerald Goodman
________________________ Director
Brad Baker
_______________________ Director
E. Eugene Cooke
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys At Law
600 Seventeenth Street, Suite 2700
South Tower (303) 893-2300
Denver, CO 80202 FAX (303) 893-2882
April 16, 1998
Odyssey Marine Exploration, Inc.
3507 Frontage Road, Suite 100
Tampa, Florida 33607
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Odyssey Marine Exploration, Inc., a Nevada corporation
(the "Company") in connection with its registration under the Securities
Act of 1933, as amended (the "Act"), of 20,000 shares of common stock which
may be issued under a Consulting Agreement between the Company and Laura L.
Barton through a Registration Statement on Form S-8 as to which this opinion
is a part, to be filed with the Securities and Exchange Commission (the
"Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Nevada.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 20,000 shares of the Company's $.0001 par value common stock which may be
issued under the terms of the Consulting Agreement between the Company and
Laura L. Barton will, upon the purchase, receipt of full payment, issuance and
delivery in accordance with the terms of such agreement, be duly and validly
authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation in this Registration Statement on Form S-8 of
Odyssey Marine Exploration, Inc. of our report dated April 28, 1997, on our
audit of the financial statements of Odyssey Marine Exploration, Inc.
(formerly named Universal Capital Corporation) appearing in the Company's
Annual Report on Form 10-KSB for the year ended February 28, 1997.
/s/ Miller and McCollom
MILLER AND MCCOLLOM
April 15, 1998
GIUNTA, FERLITA & WALSH, P.C.
Certified Public Accountants
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation in this Registration Statement on
Form S-8 of Odyssey Marine Exploration, Inc. of our report dated September 18,
1997, relating to the financial statements of Remarc International, Inc.
appearing in an amendment to the Company's Current Report on Form 8-K dated
August 8, 1997.
/s/ Giunta, Ferlita & Walsh, P.A.
Giunta, Ferlita & Walsh, P.A.
April 13, 1998
