PRELIMINARY COPY
ODYSSEY MARINE EXPLORATION, INC.
3604 SWANN AVENUE
TAMPA, FLORIDA 33609
(813) 876-1776
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INFORMATION STATEMENT
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ACTION TAKEN BY WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
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This Information Statement will be first sent or given to shareholders of
Odyssey Marine Exploration, Inc. (the "Company") on or about November 12,
2001, in connection with the action taken by shareholders holding
approximately 57.1% of the Company's outstanding stock by written consent in
lieu of holding a special meeting of shareholders.
On November 7, 2001, the holders of 15,051,245 shares of the Company's
common Stock (the "Common Stock"), signed a written consent to become
effective on December 5, 2001, approving amendments to the Company's 1997
Stock Option Plan to increase the number of shares of Common Stock covered by
the Plan from 2,000,000 to 3,500,000 shares. On November 7, 2001, there were
26,365,536 shares of Common Stock issued and outstanding, and no shares of
Preferred Stock outstanding.
Pursuant to the provisions of the Nevada Business Corporation Act, any
action which can be taken at a meeting of shareholders may be taken without a
meeting if a written consent thereto is signed by shareholders holding at
least a majority of the voting power. Such a consent has been executed by
shareholders which own an aggregate of approximately 57.1% of the outstanding
shares of Common Stock.
Rule 14c-2 promulgated by the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, requires that the Company
prepare an Information Statement containing certain information related to the
action approved by written consent of a majority of the voting power, and to
mail the information statement to the Company's shareholders at least 20
calendar days prior to the date on which the corporate action is taken.
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding is required for the approval of the amendments to the
Company's 1997 Stock Option Plan.
THIS IS NOT A NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND NO MEETING OF
SHAREHOLDERS WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 7, 2001, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each Officer and Director
individually and all Officers and Directors of the Company as a group:
Amount of
Beneficial Percentage
Name of Beneficial Owner Ownership of Class
------------------------ -------------- -----------
MacDougald Family Limited Partnership 11,253,008 (1) 39.8%
3773 Howard Hughes Parkway, Suite 300N
Las Vegas, Nevada 89109
Gregory P. Stemm 2,291,741 (2) 8.6%
3604 Swann Avenue
Tampa, Florida 33609
John C. Morris 1,932,895 (3) 7.2%
3604 Swann Avenue
Tampa, Florida 33609
David A. Morris 657,253 (4) 2.5%
6522 Bimini Court
Apollo Beach, Florida 33572
George Knutsson 50,000 (5) 0.2%
4621 Gandy Boulevard
Tampa, Florida 33611
David J. Saul 0 --
18 Devonshire Bay Road
Devonshire DV07
Bermuda
Henri G. Delauze 0 --
36 Boulevard des Oceans - BP 143
13275 Marseille Cedex 09
France
All Officers and Directors as a 4,931,889 17.9%
Group (6 Persons)
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(1) Includes 9,364,008 shares held directly and 1,889,000 shares underlying
currently exercisable warrants.
(2) Includes 626,182 shares held of record by Greg and Laurie Stemm,
1,245,559 shares held by Adanic Capital, Ltd., a limited partnership
for which Greg Stemm serves as general partner, and 420,000 shares
underlying stock options exercisable within 60 days.
(3) Includes 1,471,229 shares held of record by John Morris, 445,000 shares
underlying stock options exercisable within 60 days, and 16,666 shares
underlying the option to convert revenue participation certificates
into Common Stock.
(4) Includes 307,253 shares held of record by David A. Morris, 30,000
shares held by Andrew P. Morris and Chad E. Morris, his sons who live
in the same household, and 320,000 shares underlying currently
exercisable stock options.
APPROVAL OF AMENDMENT TO 1997 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
In July 1997, the Company's Board of Directors approved the establishment
of a Stock Option Plan (the "1997 Plan") and it was approved by the Company's
shareholders in September 1997. The Board of Directors believes that the 1997
Plan advances the interests of the Company by encouraging and providing for
the acquisition of an equity interest in the success of the Company by
employees, officers, directors and consultants, and by providing additional
incentives and motivation toward superior Company performance. The Board
believes it also enables the Company to attract and retain the services of key
employees, officers, directors and consultants upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.
The 1997 Plan allows the Board to grant stock options from time to time
to employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are key employees of the Company. Vesting
provisions are determined by the Board at the time options are granted. Prior
to the recent amendments, the total number of shares of Common Stock subject
to options under the 1997 Plan could not exceed 2,000,000 shares, subject to
adjustment in the event of certain recapitalizations, reorganizations and
similar transactions.
The Board of Directors may amend the 1997 Plan at any time, provided that
the Board may not amend the 1997 Plan to materially increase the number of
shares available under the 1997 Plan, materially increase the benefits
accruing to Participants under the 1997 Plan, or materially change the
eligible class of employees without shareholder approval.
As of February 28, 2001, there were options to purchase 2,000,000 shares
of the Company's Common Stock outstanding under the 1997 Plan. These options
have exercise prices ranging from $0.30 to $4.00 per share.
AMENDMENTS TO THE PLAN
In January and October 2001, the Board of Directors adopted amendments to
the 1997 Plan to increase the number of shares reserved for issuance under the
Plan from 2,000,000 to 3,500,000, subject to shareholder approval of the
amendments.
In June 2001, the Board of Directors granted, subject to shareholder
approval of the amendments, non-qualified options under the plan to John C.
Morris, Gregory Stemm, Mark Goldman and George Knutsson, Officers and
Directors of the Company, to purchase an aggregate of 300,000 shares of the
Company's Common Stock at $.50 per share. After that time, Mark Goldman
resigned as a Director, however, the options granted to him did not expire as
a result of his resignation.
NEW PLAN BENEFITS
The following table sets forth information as to the benefits or amounts
that will be received by each of the following persons or groups with respect
to options which have been granted under the 1997 Plan that will become
effective upon approval of the amendments to the Plan:
Amendments to 1997 Stock Option Plan
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Number of Shares
Underlying
Name and Position Dollar Value ($)(1) Options Granted
----------------- ------------------- ----------------
John C. Morris, President $35,000 100,000
Gregory P Stemm, Vice $35,000 100,000
President
All current Executive Officer $70,000 200,000
Directors as a Group (2
Persons)
All non-Executive Officer $35,000 100,000
Directors as a Group (4
Persons)(2)
All non-Executive Officer 0 -0-
Employees as a Group
(2 Persons)
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(1) The dollar value of the options granted was calculated by multiplying
the number of options by the difference in the fair market value of
the Company's Common Stock on October 23, 2001 ($0.85) less the
exercise price.
(2) Includes options held by a former Director.
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the next
annual meeting of shareholders will be held. Any proposal by a shareholder
intended to be presented at the Company's next annual meeting of shareholders
must be received at the offices of the Company a reasonable amount of time
prior to the date on which the information or proxy statement for that meeting
are mailed to shareholders in order to be included in the Company's
information or proxy statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
John C. Morris, President
Tampa, Florida
November 7, 2001