UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 14, 2007
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(Date of earliest event reported)
TIDELANDS OIL & GAS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-29613 66-0549380
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(State of Other Jurisdiction (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1862 West Bitters Rd. San Antonio, TX 78248
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (210) 764 - 8642
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CAR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CAR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CAR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CAR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
2007 Non-Qualified Stock Grant and Option Plan
On February 14, 2007, the Board of Directors of Tidelands Oil & Gas Corporation
(the "Company") adopted the Company's 2007 Non-Qualified Stock Grant and Option
Plan (the "Stock Plan").
Purpose. The purpose of the Stock Plan is to provide our employees, consultants,
other service providers, attorneys and directors an incentive, through ownership
of our common stock, to continue in service to the Company, and to conserve cash
by making payments to certain service providers in stock grants, and to help us
compete effectively with other enterprises for the services of qualified
individuals.
Shares Reserved for Issuance under the Stock Plan. A total of 35,000,000 shares
of common stock will be reserved initially for issuance under the Stock Plan,
subject to adjustment in the event of a stock split, stock or other
extraordinary dividend, or other similar change in the common stock or capital
structure of the company.
Basic Terms and Conditions of Awards. The Stock Plan shall be administered by
the Board of Directors (or a committee appointed by the Board). The Stock Plan
provides for the grant of stock options and restricted or unrestricted stock
(collectively referred to as "awards"). Stock options granted under the Stock
Plan will be nonqualified stock options. Awards of shares or stock options may
be granted to employees, consultants, attorneys, other service providers and
directors.
Subject to applicable laws, the Board has the authority, in its discretion, to
select employees, consultants, attorneys, other service providers and directors
to whom awards may be granted from time to time, to determine whether and to
what extent awards are granted, to determine the number of shares of common
stock or the amount of other consideration to be covered by each award, to
approve award agreements for use under the Stock Plan, to determine the terms
and conditions of any award (including the vesting schedule applicable to the
award), to amend the terms of any outstanding award granted under the Plan, to
construe and interpret the terms of the Stock Plan and awards granted, to
establish additional terms, conditions, rules or procedures to accommodate the
rules or laws of applicable non-U.S. jurisdictions and to take such other action
not inconsistent with the terms of the Stock Plan, as the Board deems
appropriate.
Awards granted under the Stock Plan may be exercisable at such times and under
such conditions as determined by the Board, and vesting may be subject to
continued service. The exercise or purchase price shall be determined by the
Board. The exercise or purchase price is generally payable in cash, check,
shares of common stock or, with respect to options, payment through a
broker-dealer sale and remittance procedure or a "net exercise" procedure.
Corporate Transaction. Effective upon the consummation of a Corporate
Transaction (as defined in the Stock Plan), all outstanding awards will be
assumed by any successor corporation, unless the Board determines, in its sole
discretion, to fully vest an award in lieu of assumption.
The foregoing summary of the Stock Plan's material terms is qualified in its
entirety by reference to the complete terms of the Stock Plan, a copy of which
is attached as Exhibit 10.1 to this Form 8-K. A copy of a form of stock option
award agreement is attached hereto as Exhibit 10.2. A copy of a form of
restricted stock agreement is attached hereto as Exhibit 10.3.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
10.1 2007 Stock Grant and Option Plan
10.2 Form of Option Award Agreement
10.3 Form of Restricted Stock Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
TIDELANDS OIL & GAS CORPORATION
Date: February 16, 2007 By: /s/ James B. Smith
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James B. Smith
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 2007 Non-Qualified Stock Grant and Option Plan
10.2 Form of Option Award Agreement
10.3 Form of Restricted Stock Agreement
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