SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
September 20, 2005
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Date of Report (date of earliest event reported)
Odyssey Marine Exploration, Inc.
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Exact name of Registrant as Specified in its Charter
Nevada 1-31895 84-1018684
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5215 West Laurel Street, Tampa, Florida 33069
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Address of Principal Executive Offices, Including Zip Code
(813) 876-1776
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Registrant's Telephone Number, Including Area Code
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 20, 2005, the Board of Directors of Odyssey Marine
Exploration, Inc. ("Odyssey" or the "Company") approved the immediate vesting
of unvested and "underwater" stock options to purchase 212,500 shares of
common stock previously granted to employees and officers under Odyssey's 1997
Employee Stock Option Plan with exercise prices of $5.00 per share. Included
in the options that were vested are options to purchase 50,000 shares held by
Davis D. Howe, the Company's Chief Operating Officer and options to purchase
25,000 shares held by Michael J. Holmes, the Company's Chief Financial
Officer. The exercise price of the options was not changed.
The primary purpose of the accelerated vesting of these "out of the
money" options is to reduce the Company's future reportable compensation
expense upon the adoption of Statement of Financial Accounting Standards
(SFAS) No. 123(R), "Share Based Payment," effective for our fiscal year
beginning January 1, 2006. The Company's Board of Directors believes that
this action is in the best interest of the Company and its shareholders.
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.
ODYSSEY MARINE EXPLORATION, INC.
Dated: September 26, 2005 By: /s/ Michael J. Holmes
Michael J. Holmes, Chief Financial
Officer