Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-109142
PROSPECTUS
-----------------------------------------------------------------------------
ODYSSEY MARINE EXPLORATION, INC.
16,919,563 Shares of Common Stock
Certain selling shareholders are offering the shares of common stock.
The common stock is traded in the over-the-counter market and is quoted
on the OTC Bulletin Board (Symbol: OMEX). On October 6, 2003, the closing
price of the common stock was $3.80.
This investment involves a high degree of risk. You should purchase
shares only if you can afford a complete loss. See "Risk Factors" beginning
on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
October 6, 2003
TABLE OF CONTENTS
PAGE
COMPANY SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
COMPANY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 6
RECENT MATERIAL CHANGES IN OUR BUSINESS . . . . . . . . . . . . . 6
SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . 13
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 16
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 16
2
COMPANY SUMMARY
Odyssey is engaged in the business of conducting archaeologically
sensitive recoveries of cargo and artifacts from various shipwrecks. We plan
to produce revenue by exhibiting the artifacts and selling merchandise
consisting of certain cargoes, replicas of the artifacts and general
merchandise relating to the specific shipwrecks or the shipwreck business in
general. In addition, we plan to produce revenue in the form of project
sponsorships, the sale of intellectual property rights and the operation of
one or more themed attractions and traveling exhibits.
Our corporate offices are located at 3604 West Swann Avenue, Tampa,
Florida 33609. Our telephone number is (813) 876-1776.
RISK FACTORS
Investing in the shares is very risky. You should be able to bear a
complete loss of your investment. In deciding whether to purchase the shares,
you should carefully consider the following factors, among others, as well as
information contained in this prospectus, our most recent annual report on
Form 10-KSB and quarterly report on Form 10-QSB, which are attached to this
Prospectus, and the other documents incorporated by reference into this
Prospectus:
OUR BUSINESS INVOLVES A HIGH LEVEL OF RISK.
An investment in Odyssey is extremely speculative and of exceptionally
high risk. Although we have access to a substantial amount of research and
data which has been compiled regarding various projects, the quality and
reliability of such research and data is unknown. Even if we are able to plan
and obtain permits for our various projects, there is a possibility that the
shipwrecks may have already been salvaged, or may not have had anything
valuable on board at the time of the sinking. Even if objects of value are
located and recovered, there is the possibility that others, including both
private parties and governmental entities, asserting conflicting claims, will
challenge our rights to the recovered objects. Finally, even if we are
successful in locating and retrieving objects from a shipwreck and
establishing good title to them, there can be no assurance as to the value
that such objects will bring at their sale, as the market for such objects is
very uncertain.
WE HAVE EXPERIENCED SUBSTANTIAL LOSSES.
We have recorded substantial losses from our operations, and as of May
31, 2003, we had an accumulated deficit of approximately $10.6 million. We
may not be able to become profitable in the future.
THE RESEARCH AND DATA WE USE MAY NOT BE RELIABLE.
The success of a shipwreck project is dependent to a substantial degree
upon the research and data we have obtained. By its very nature, research and
data regarding shipwrecks is imprecise, incomplete and unreliable. It is
often composed of or affected by numerous assumptions, rumors, legends,
historical and scientific inaccuracies and inaccurate interpretations which
have become a part of such research and data over time.
3
WE WILL DEPEND ON OTHER COMPANIES TO LOCATE AND RECOVER SHIPWRECKS.
Odyssey currently owns two vessels as well as certain search equipment,
including side scan sonar, navigation equipment and an ROV. It may be
necessary to contract with third parties for any additional equipment and/or
labor necessary for the location and recovery of wrecksites. There can be no
assurance that financing or third party contracts will be available to us.
The availability of specialized recovery equipment may present a problem, and
the cost of obtaining the use of such equipment to conduct recovery operations
is uncertain and will depend on, in part, the location and condition of the
wreckage to be recovered.
RECOVERY EFFORTS MAY BE AFFECTED BY NATURAL HAZARDS.
Underwater recovery operations are inherently difficult and dangerous and
may be delayed or suspended by weather, sea conditions or other natural
hazards. Further, such operations may be undertaken more safely during
certain months of the year than others. There can be no assurances that we,
or the entities we are affiliated with, will be able to conduct search and
recovery operations only during favorable periods. In addition, even though
sea conditions in a particular search location may be somewhat predictable,
the possibility exists that unexpected conditions may occur and adversely
affect the Company's operations. It is also possible that natural hazards may
prevent or significantly delay search and recovery operations.
WE MAY BE UNABLE TO ESTABLISH OUR RIGHTS TO ANY OBJECTS WE RECOVER.
Persons and entities other than Odyssey and entities we are affiliated
with (both private and governmental) may claim title to the shipwrecks. Even
if we are successful in locating and recovering shipwrecks, there is no
assurance that we will be able to establish our right to property recovered
against governmental entities, prior owners, or other attempted salvors
claiming an interest therein. In such an event, we could spend a great deal
of money and receive no revenues for our work.
THE MARKET FOR ANY OBJECTS WE RECOVER IS UNCERTAIN.
Even if valuable items can be located and recovered, it is difficult to
predict the price that might be realized for such items. The value of
recovered items will fluctuate with the precious metals market, which has been
highly volatile in recent years. In addition, the entrance on the market of a
large supply of similar items from shipwrecks located and recovered by others
could depress the market for these items.
WE COULD EXPERIENCE DELAYS IN THE DISPOSITION OR SALE OF RECOVERED
OBJECTS.
The methods and channels, which may be used in the disposition or sale of
recovered items, are uncertain at present and may include several
alternatives. Ready access to buyers for any artifacts or other valuable items
recovered cannot be assured. Delays in the disposition of such items could
adversely affect our cash flow.
4
OBJECTS WE RECOVER COULD BE STOLEN FROM US.
If we locate a shipwreck and assert a valid claim to items of value,
there is a risk of theft of such items at sea, both before and after their
recovery, by "pirates" or poachers and while in transit to a safe destination.
Such thefts may not be adequately covered by insurance.
WE FACE COMPETITION FROM OTHERS.
There are a number of competing entities engaged in various aspects of
the shipwreck business. One or more of these competing entities may locate
and recover a shipwreck that we intend to locate and recover. In addition,
these competing entities may be better capitalized and may have greater
resources to devote to their pursuit of the shipwreck.
WE MAY BE UNABLE TO GET PERMISSION TO CONDUCT SALVAGE OPERATIONS.
It is possible that we will not be successful in obtaining title to, or
permission to excavate certain wrecks. In addition, permits that are sought
for the projects may never be issued, and if issued, may not be legal or
honored by the entities that issued them.
WE NEED ADDITIONAL CAPITAL FOR OUR OPERATIONS.
Until Odyssey begins to generate revenue from the sale of recovered
items, we may need additional capital in order to continue the search,
recovery and marketing phases of our projects. We may not be able to raise
additional capital on acceptable terms.
THERE IS ONLY A LIMITED PUBLIC MARKET FOR OUR SHARES.
Although there is a limited market for our common stock, there can be no
assurance that such a market can be sustained. The investment community could
show little or no interest in Odyssey in the future. As a result, purchasers
of the shares may have difficulty in selling such shares should they desire to
do so. Our common stock currently trades on the OTC Bulletin Board.
TRADING IN OUR SHARES MAY BE LIMITED BY THE "PENNY-STOCK" RULES.
Our shares may be subject to a rule that imposes additional sales
practice requirements on brokers who sell such shares to persons other than
established customers (as defined in the rule) and accredited investors
(generally, institutions and, for individuals, an investor with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with such investor's spouse). For transactions covered by this rule, the
broker must make a special suitability determination for the purchaser and
must have received the purchaser's written consent to the transaction prior to
the purchase. Consequently, many brokers may be unwilling to engage in
transactions in our shares because of the added disclosure requirements. This
would make it more difficult for shareholders to resell common stock in the
market.
5
OUR ARTICLES OF INCORPORATION AUTHORIZE GENERIC PREFERRED STOCK.
Our articles of incorporation authorize the issuance of up to 10,000,000
shares of preferred stock. The Board of Directors has the right to establish
the terms, preference, rights and restrictions of the preferred stock. Such
preferred stock could be issued with terms, rights, preferences and
restrictions that could discourage other persons from attempting to acquire
control and thereby insulate incumbent management. In certain circumstances,
the existence of corporate devices that would inhibit or discourage takeover
attempts could have a negative effect on the market value of our common stock.
COMPANY INFORMATION
This Prospectus is accompanied by a copy of our Annual Report on Form 10-
KSB for our fiscal year ended February 28, 2003, and our Quarterly Report on
Form 10-QSB for the quarter ended May 31, 2003, which reports are incorporated
by reference into this Prospectus in their entirety.
USE OF PROCEEDS
Odyssey will not receive any proceeds from the sale of the common stock
by the selling shareholders.
To the extent that any of the warrants held by the selling shareholders
are exercised, up to approximately $17,946,000 may be received by Odyssey.
Any net proceeds received from the exercise of the warrants will be used for
general corporate purposes.
RECENT MATERIAL CHANGES IN OUR BUSINESS
There have been no material changes in our business since February 28,
2003, that have not been reported in our Reports on Form 10-QSB, except as
follows:
On June 18, 2003, we announced that we had reached an agreement for
exclusive documentary television coverage of the upcoming HMS Sussex
expedition with National Geographic Television and Film. National Geographic
is planning a two-hour nationally televised event.
On August 6, 2003, we announced that we had completed a private placement
of securities with gross proceeds of approximately $5 million. The offering
involved the sale of units, each unit consisting of 100,000 shares of common
stock and warrants to purchase an additional 100,000 shares of common stock at
$2.50 per share. The offering price was $125,000 per unit.
On August 8, 2003, a wholly owned subsidiary of Odyssey purchased the
Motor Vessel Northern Prince from J-Marr Ltd. of Hull, England for $1,200,000
in cash. The cash used in this transaction was from the proceeds of the
Company's private offering of common stock and warrants which was completed in
early August 2003.
The 251-foot Class II dynamically positioned survey and support vessel
will be renamed "Odyssey Explorer." The ship is built to Ice Class 3
standards for operations in extreme latitudes and is capable of carrying fuel
and stores for missions of up to 60 days. She has comfortable accommodations
for 42 persons, extensive onboard storage space and her multiple cranes and
large A-frame provide exceptional equipment handling capability. The vessel
has just completed a dry-dock inspection and is fully certified to Lloyds
6
+100A1 specifications. The vessel was previously used for diving support and
the operation of remotely operated vehicles in the oil and gas industry.
We are in the process of adding advanced technology and equipment to the
ship, which will enable the Odyssey Explorer to complete deep ocean
archaeological excavation and survey work. We expect to have the vessel ready
for operations in September 2003.
On August 6, 2003, we purchased a work class Remotely Operated Vehicle
("ROV") from Tyco Telecommunications (US) Inc. to be used for archaeological
shipwreck excavation for $700,000 in cash. The cash used was also from the
proceeds of the recent private offering of securities.
The ROV is three years old and was built by Soil Machine Dynamics of
Newcastle, England, one of the world's leading manufacturers of state-of-the-
art deep robotic systems. The 7-ton, 205 horsepower vehicle will be nick-
named ZEUS and mobilized on the Odyssey Explorer.
ZEUS is rated to operate at depths up to 2,500-meters (8,200 feet). The
ROV has two, Schilling seven function Conan Force-Feedback manipulators, which
provide for exceptional dexterity and fine control required for delicate
archaeological procedures. The nine-foot high vehicle is 10 feet wide by 10
feet long and driven by eight powerful hydraulic thrusters.
The system's cameras feed high-resolution video signals through advanced
fiberoptic telemetry to the surface. ZEUS was originally designed for
advanced deep ocean fiber optic cable maintenance operations and is perfectly
suited for the rigors and precise handling required for delicate shipwreck
excavation.
On August 11, 2003, we announced that we had engaged Gifford and
Partners, Ltd. of Southhampton, England as a consultant in connection with the
archaeological excavation of the HMS Sussex. Gifford and Partners is a long
established engineering and archaeological consulting firm with over 400
employees in the United Kingdom.
On August 18, 2003, we announced that we believe we have located the SS
Republic, the target shipwreck of the project we code-named "Bavaria." The SS
Republic was a sidewheel steamer that was lost in deep water in 1865 after
battling a hurricane for two days. All the crew and passengers made it safely
off the vessel, although a number of passengers eventually died on one of the
rafts before they could be rescued. The ship was reportedly carrying $400,000
in specie to New Orleans.
We are currently preparing to begin excavation of the site. Operations
are planned to begin in late September/early October 2003 utilizing the
Odyssey Explorer, our 251 foot Class I dynamically positioned ship and ZEUS,
our seven ton, 205 horsepower remotely operated vehicle (ROV).
On August 21, 2003, we accepted conversion notices from all of the note
holders of one year convertible notes aggregating $978,750. The notes were
converted into 870,000 shares of common stock and warrants to purchase 870,000
shares of common stock at $2.50 per share.
7
SELLING SHAREHOLDERS
The securities being offered hereby are 16,919,563 shares being offered
for resale by certain shareholders. Of those shares, the selling shareholders
currently hold 9,741,263. Up to 7,178,300 shares are issuable upon exercise
of warrants held by the selling shareholders. The shares are being offered
for the account of shareholders in the table below and their donees or
pledgees.
The following table sets forth information concerning the selling
shareholders, including:
* the maximum number of shares currently held to be offered;
* the number of shares issuable upon exercise of warrants;
* the number of shares offered by each selling shareholder.
Odyssey has no knowledge of the intentions of any selling shareholder to
actually sell any of the securities listed under the columns "Shares Offered."
There are no material relationships between any of the selling shareholders
and Odyssey other than as disclosed below.
Ownership Before Offering
----------------------------------------
Number of Shares
Shares Issuable
Currently on Exer-
Held to be cise of Shares
Selling Shareholder Offered Warrants Offered
------------------- ---------- --------- --------
Glen C. Angstadt 50,000 50,000 100,000
Daniel S. Bagley 25,000 25,000 50,000
Bannon Private Equity Fund Ltd. 200,000 200,000 400,000
Michael V. Barton (1) 10,000 10,000 20,000
BBACA, Ltd. 10,000 10,000 20,000
Robert R. Bears, Jr. 180,000 180,000 360,000
Robert R. Bears, Sr. 180,000 180,000 360,000
George J. Becker, Jr. (2) 10,000 10,000 20,000
Bellestar Investments Corp. 16,000 16,000 32,000
Bison Investments 120,000 120,000 240,000
Christina Blanchard POD
Paul M. Blanchard 12,000 12,000 24,000
Lyle C. Blanden 40,000 40,000 80,000
Bleu Ridge Consultants, Inc. - 10,000 10,000
Bleu Ridge Consultants, Inc.,
Profit Sharing Plan & Trust 100,000 100,000 200,000
Jan Boltres - 20,000 20,000
Thomas Boltres and Arnoldine R.
Boltres 20,000 20,000 40,000
Brandar Group Ltd Partnership 12,500 12,500 25,000
Canyon Group LLC 135,000 135,000 270,000
Charitable Remainder Trust of
Mary Jane Brasel 20,100 55,100 75,200
8
Charitable Remainder Trust of
Susan Anne Brasel 20,100 55,100 75,200
Charitable Remainder Trust of
Timothy J. Brasel 69,800 69,800 139,600
Theodore W. and Gina M. Cannarozzi 120,000 120,000 240,000
Charles W. Ciolino, Jr. 40,000 - 40,000
Charles W. and Jenny M. Ciolino 100,000 100,000 200,000
Christopher & Company Ltd. 50,000 50,000 100,000
COMEX, SA (3) 40,000 40,000 80,000
E. Eugene Cooke 20,000 20,000 40,000
James E. Cooke 60,000 - 60,000
Mark P. Cooke 100,000 100,000 200,000
Christopher R. Cope 50,000 50,000 100,000
Christopher R. Cope & Kathryn D.
Cope, JTWROS 50,000 50,000 100,000
Mid-Ohio Securities Corp.,
Custodian FBO Walter C. Copeland
IRA 002075 20,000 20,000 40,000
Walter C. Copeland 12,500 12,500 25,000
Robert A. Craig 15,000 - 15,000
Crestview Capital Fund II LP 200,000 200,000 400,000
Community National Bank, Cust FBO
Michael L. Crifasi, IRA #332593 20,000 20,000 40,000
Michael L. Crifasi 50,000 50,000 100,000
Curtis J. Dashiell and Connie R.
Tanner-Dashiell, JTWROS 25,000 25,000 50,000
Blythe W. Ebbert, TTEE Blythe W.
Ebbert Revocable Trust 8,333 8,333 16,666
Eric R. Ebbert, TTEE Eric R. Ebbert
Revocable Trust 8,333 8,333 16,666
Eckerd College 100,000 - 100,000
Hugh N. Farrior 80,000 80,000 160,000
James L. Ferman, Jr. 340,000 340,000 680,000
Neal J. Fink, Co-Trustee
of Adele S. Fink Trust No. 2 20,000 20,000 40,000
Neal J. Fink and Kenneth N. Fink,
Co-Trustee of Adele S. Fink
Trust No. 2 25,000 25,000 50,000
Neal J. Fink, IRA 40,000 40,000 80,000
UBF Financial Services, Inc. f/b/o
Neal J. Fink IRA 75,000 75,000 150,000
Delaware Charter FBO
Joseph D. Freedman IRA 100,000 100,000 200,000
Jay M. Garner 19,202 20,000 39,202
Jay M. Garner and M. Connie Garner 798 0 798
Justin Gasarch 60,000 60,000 120,000
Richard M. Gawlick & Linda J. Gawlick 25,000 25,000 50,000
Christopher Hall - 20,000 20,000
Daryl S. Hersch, IRA 40,000 40,000 80,000
A. Teresa Hirsch 25,000 25,000 50,000
J. L. Holdings 400,000 400,000 800,000
Leonard H. Johnson 8,000 8,000 16,000
Eric J. Jolly 20,000 20,000 40,000
JYT Enterprises, Inc. 25,000 25,000 50,000
Kagin's Inc. 20,000 20,000 40,000
Don Kagin 50,000 50,000 100,000
George E. Lackman, Jr., IRA(4) 100,000 100,000 200,000
LLB Communications, Inc. (5) 30,000 - 30,000
9
Donald M. Lionetti 10,000 10,000 20,000
Patricia C. Loughery 80,000 80,000 160,000
William A. Loughery 20,000 20,000 40,000
Lowe Family Limited Partnership 200,000 200,000 400,000
Eugene Lundgren 20,000 20,000 40,000
MacDougald Family Limited
Partnership (6) 2,000,000 - 2,000,000
Mackerel Capital Ltd. 200,000 200,000 400,000
Margaret M. McElroy 100,000 100,000 200,000
Ronald J. Morrick and Enolia Ann
Morrick, Tenants by the
Entireties 80,000 80,000 160,000
John C. Morris (7) 120,000 - 120,000
Nelda D. Norbom Revocable Trust
dated 4/25/00 60,000 60,000 120,000
Robert E. Nussear, Sr. 40,000 40,000 80,000
Jack S. Painter 39,963 10,000 49,963
Richard A. Pawliger 80,000 80,000 160,000
J.J. Peirce 50,000 50,000 100,000
Delaware Charter TTEE Joseph J.
Peirce Std IRA 50,000 50,000 100,000
J.J. Peirce, IRA 50,000 50,000 100,000
Howard M. Pritchard 200,000 200,000 400,000
Howard M. Pritchard, IRA 200,000 200,000 400,000
Ken S. Protas 165,000 175,000 340,000
Jerome Reinert 30,000 30,000 60,000
Keith Reinert 10,000 10,000 20,000
Gordon Reinert 10,000 10,000 20,000
P.N. Risser III 0 40,000 40,000
P.N. Risser III, Trustee P.N. Risser
III Revocable Trust 40,000 0 40,000
Royal Griffin, Ltd 22,000 22,000 44,000
Kenneth J. Sandstrom 120,000 120,000 240,000
David and Christine Saul (8) 140,000 140,000 280,000
Sawyer Family Partners Ltd. 100,000 20,000 120,000
Jon D. Sawyer 50,000 50,000 100,000
Brynne Williams Shaner 8,333 8,333 16,666
William W. Shaner, III 8,333 8,333 16,666
Steven R. Simpson 180,000 180,000 360,000
Steven and Andrea Simpson 240,000 240,000 480,000
Clayton Sissons 100,000 100,000 200,000
David E. Six and Jennifer L. Six 12,500 12,500 25,000
Gregory Stemm (9) 120,000 - 120,000
Robert Stemm 108,000 - 108,000
Neal A. Stubbs 40,000 40,000 80,000
Ernesto Tapanes 100,000 100,000 200,000
Tiara Development II, Inc. 80,000 80,000 160,000
David G. Tibma 50,000 50,000 100,000
Roy Truman 25,000 25,000 50,000
David J. Wendt 12,800 12,800 25,600
WIT Ventures, Ltd. 30,000 40,000 70,000
Preston A. Whaley 160,000 160,000 320,000
Paul L. Whiting 100,000 100,000 200,000
James K. Wiley 20,000 20,000 40,000
Brooke Williams TTEE, Brooke
Williams Revocable Trust 58,333 58,333 116,666
Jane J. Williams Revocable Trust
U/A dated 5/8/90 50,002 50,002 100,004
10
Robert W. Baird & Co. Inc., TTEE FBO
Jerry L. Williams, IRA 100,000 100,000 200,000
Margit Bessenyey Williams Revocable
Trust dated 7/7/95 8,333 8,333 16,666
Carolyn A. Yokley &
John H. Yokley, Jr. 20,000 20,000 40,000
--------- --------- ----------
Total 9,741,263 7,178,300 16,919,563
___________
(1) Michael V. Barton is Chief Financial Officer of Odyssey.
(2) George J. Becker, Jr. is Chief Operating Officer of Odyssey.
(3) COMEX, SA is owned by Henri Delauze, a Director of Odyssey.
(4) George Lackman is a Director of Odyssey
(5) LLB Communications is a company of which Michael V. Barton is an
officer
(6) MacDougald Family Limited Partnership is a principal shareholder of
Odyssey.
(7) John Morris is Chief Executive Officer and Chairman of the Board of
Directors of Odyssey
(8) David Saul is a Director of Odyssey.
(9) Gregory Stemm is Vice-President and a Director of Odyssey
The beneficial ownership of the selling shareholders after the offering
would be zero, except for the following persons:
Beneficial Ownership
After Offering
----------------------------
Number of Percent
Shares Held of Class (1)
----------------- --------
Glen C. Angstadt 34,500 0.10%
Daniel S. Bagley 10,000 0.03%
Bannon Private Equity Fund 200,000 0.58%
Michael V. Barton 244,615 (2) 0.71%
Robert R. Bears, Sr. 34,000 0.10%
George J. Becker, Jr. 124,000 (3) 0.36%
Bellstar Investments Corp. 10,000 0.03%
Christina Blanchard POD Paul M. Blanchard 7,500 0.02%
Lyle C. Blanden 53,112 0.15%
Bleu Ridge Consultants, Inc. 20,450 0.06%
Bleu Ridge Consultants, Inc. Profit
Sharing Plan & Trust 200,000 0.58%
Jan Boltres 10,000 0.03%
Brandar Group Ltd Partnership 36,000 0.10%
Canyon Group LLC 700,000 2.03%
Charitable Remainder Trust of Susan
Anne Brasel 45,000 0.13%
11
Charitable Remainder Trust of Mary
Jane Brasel 45,000 0.13%
Charitable Remainder Trust of
Timothy J. Brasel 250,000 0.73%
Charles W. Ciolino, Jr. 21,500 0.06%
Charles W. and Jenny M. Ciolino 56,500 0.16%
E. Eugene Cooke 1,198,887 (4) 3.48%
James E. Cooke 301,870 0.88%
Mark P. Cooke 162,500 0.47%
Christopher R. Cope 70,000 0.20%
Christopher R. Cope & Kathryn D. Cope,
JTWROS 70,000 0.20%
Mid-Ohio Securities Corp.,
Custodian FBO Walter C. Copeland
IRA 002075 210,000 0.61%
Walter C. Copeland 210,000 0.61%
Community National Bank, Cust FBO
Michael L. Crifasi, IRA #332593 149,283 0.43%
Michael L. Crifasi 283,283 0.82%
Eckerd College 50,000 0.15%
Hugh N. Farrior 160,000 0.47%
Neal J. Fink, Co-Trustee
of Adele S. Fink Trust No. 2 116,776 0.34%
Neal J. Fink and Kenneth N. Fink,
Co-Trustee of Adele S. Fink Trust No. 2 116,776 0.34%
Neal J. Fink, IRA 93,175 0.27%
UBF Financial Services, Inc. f/b/o
Neal J. Fink IRA 200,000 0.58%
Delaware Charter FBO
Joseph D. Freedman IRA 70,000 0.20%
Justin Gasarch 20,000 0.06%
Richard M. Gawlick & Linda J. Gawlick 40,000 0.12%
Christopher Hall 1,000 0.00%
Daryl S. Hersch, IRA 38,000 0.11%
A. Teresa Hirsch 13,075 0.04%
JYT Enterprises, Inc. 25,000 0.07%
Kagin's Inc. 50,000 0.15%
George E. Lackman, Jr., IRA 25,000 (5) 0.07%
Donald M. Lionetti 13,000 0.04%
Eugene Lundgren 23,500 0.07%
MacDougald Family Limited Partnership 7,294,008 (6) 21.06%
Margaret M. McElroy 168,000 0.49%
John C. Morris 1,533,729 (7) 4.43%
Nelda D. Norbom Revocable Trust
dated 4/25/00 40,000 0.12%
Robert E. Nussear, Sr. 5,000 0.01%
Jack S. Painter 125,000 (8) 0.36%
Richard A. Pawliger 126,867 0.37%
Jerome Reinert 14,000 0.04%
David and Christine Saul 220,000 (9) 0.64%
Sawyer Family Partners Ltd. 87,784 0.26%
Jon D. Sawyer 145,784 0.42%
Steven R. Simpson 167,000 0.49%
Clayton Sissons 110,000 0.32%
David E. Six and Jennifer L. Six 48,400 0.14%
Gregory Stemm 1,916,741 (10) 5.54%
Robert Stemm 259,548 0.75%
Ernesto Tapanes 37,500 0.11%
12
Tiara Development II, Inc. 1,050,000 3.05%
David J. Wendt 23,717 0.07%
Preston A. Whaley 3,000 0.01%
James K. Wiley 7,000 0.02%
Jane J. Williams Revocable Trust
U/A dated 5/8/90 3,000 0.01%
______________
(1) The percentage of ownership for each selling shareholder is based
on 34,398,799 shares outstanding as of September 10, 2003.
(2) Includes 157,115 shares held by Mr. Barton and his wife, and
87,500 shares underlying currently exercisable stock options held
by Mr. Barton and his wife.
(3) Includes 24,000 shares held directly and 100,000 shares underlying
currently exercisable stock options held by Mr. Becker.
(4) Includes 1,193,887 shares held directly and 5,000 shares underlying
currently exercisable stock options held by Mr. Cooke.
(5) Includes 250,000 shares underlying currently exercisable stock options
held by Mr. Lackman.
(6) Includes 7,064,008 shares held directly and 230,000 shares underlying
currently exercisable stock options, beneficially held by MacDougald
Family Limited Partnership (MFLP), MacDougald Management, Inc. (MMI),
and James E. MacDougald. The limited partners of MFLP are James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts created for
the children and grandchildren of Mr. and Mrs. MacDougald. MMI is the
general partner of MFLP.
(7) Includes 1,321,229 shares held directly and 212,500 shares underlying
currently exercisable stock options held by Mr. Morris.
(8) Includes 125,000 shares underlying currently exercisable stock options
held by Mr. Painter.
(9) Includes 100,000 shares held directly and 120,000 shares underlying
currently exercisable options held by Mr. Saul.
(10) Includes 486,182 shares held of record by Greg and Laurie Stemm,
1,218,059 shares held by Adanic Capital, Ltd. A limited partnership
from which Greg Stemm serves as general partner, and 212,500 shares
underlying currently exercisable stock options held by Mr. Stemm.
The information concerning the selling shareholders may change from time
to time and will be set forth in supplements to this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders and their successors, including their
transferees, pledgees or donees of their successors, may sell the common stock
directly to purchasers or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the selling holders or the purchasers. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved.
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The common stock may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at prices related to the
prevailing market prices, at varying prices determined at the time of sale, or
at negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions:
- on any national securities exchange on which the common stock
may be listed, or U.S. inter-dealer system of a registered national
securities association on which the common stock may be listed or
quoted at the time of sale;
- in the over-the-counter market;
- in transactions otherwise than on these exchanges or systems or
in the over-the-counter market; or
- through the writing of options, whether the options are listed on
an options exchange or otherwise.
In connection with the sale of the common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume.
The aggregate proceeds to the selling shareholders from the sale of the
common stock offered by them will be the purchase price of the common stock
less discounts and commissions, if any. Each of the selling shareholders
reserves the right to accept and, together with their agents from time to
time, to reject, in whole or in part, any proposed purchase of common stock to
be made directly or through agents. We will not receive any of the proceeds
from this offering.
In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.
The selling shareholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock may be "underwriters" within
the meaning of Section 2(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may
be underwriting discounts and commissions under the Securities Act. Selling
shareholders who are "underwriters" within the meaning of Section 2(11) of the
Securities Act will be subject to the prospectus delivery requirements of the
Securities Act. The selling shareholders have acknowledged that they
understand their obligations to comply with the provisions of the Exchange Act
and the rules thereunder relating to stock manipulation, particularly
Regulation M.
In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. A selling shareholder may not sell
any common stock described in this prospectus and may not transfer, devise or
gift these securities by other means not described in this prospectus.
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To the extent required, the specific common stock to be sold, the names
of the selling shareholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement to, if appropriate, a post-
effective amendment to the registration statement of which this prospectus is
a part.
The registration statement of which this prospectus is a part is being
filed pursuant to registration rights that we have provided to the selling
shareholders under applicable federal and state securities laws under specific
circumstances and at specific times. We will pay all of the expenses incurred
in connection with the registration of the common stock.
DESCRIPTION OF SECURITIES
Odyssey has 109,810,000 authorized shares of stock, consisting of
100,000,000 shares of common stock, having a par value of $.0001 per share,
and 9,810,000 shares of preferred stock, having a par value of $.0001 per
share.
COMMON STOCK
As of September 10, 2003, there were 34,398,799 shares of common stock
outstanding. All such outstanding shares of common stock are fully paid and
non-assessable. Each share of common stock has an equal and ratable right to
receive dividends when declared by the Board of Directors of Odyssey out of
assets legally available for that purpose and subject to the dividend
obligations of Odyssey to holders of any preferred stock then outstanding.
In the event of a liquidation, dissolution or winding up of Odyssey, the
holders of common stock are entitled to share equally and ratably in the
assets available for distribution after payment of all liabilities, and
subject to any prior rights of any holders of preferred stock outstanding at
that time.
The holders of common stock have no preemptive, subscription, conversion
or redemption rights, and are not subject to further calls or assessments of
Odyssey. Each share of common stock is entitled to one vote in the election
of directors and on all other matters submitted to a vote of stockholders.
Cumulative voting in the election of directors is not permitted.
PREFERRED STOCK
Preferred stock may be issued from time to time in one or more series,
and the board of directors, without further approval of the stockholders, is
authorized to fix the dividend rates and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences and any other
rights, preferences, privileges and restrictions applicable to each series of
preferred stock. The purpose of authorizing the board of directors to
determine such rights, preferences, privileges and restrictions is to
eliminate delays associated with a stockholder vote on specific issuances.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of common stock and,
under some circumstances, make it more difficult for a third party to gain
control of Odyssey. There are currently no shares of preferred stock
outstanding.
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WARRANTS
This Prospectus covers the resale of common stock issuable upon the
exercise of certain warrants. As part of a private placement that was
completed in May 2002, Odyssey issued warrants to purchase 800,000 shares of
common stock. The warrants give the holders the right to purchase shares of
common stock at $2.50 per share. These warrants are exercisable until
November 21, 2003.
As part of a private placement that was completed in October 2002,
Odyssey issued warrants to purchase 1,120,800 shares of common stock. The
warrants give the holders the right to purchase shares of common stock at
$2.50 per share. These warrants expire on November 21, 2003.
The holder of the Series C Convertible Preferred Stock of Odyssey
converted such stock into shares of Odyssey common stock in August 2003 and
received warrants to purchase 400,000 shares of common stock of $2.50 per
share. These warrants will expire on November 21, 2003.
As part of a private placement, the conversion of certain notes and the
issuance of shares to a consultant that were completed in August 2003, Odyssey
issued warrants to purchase 4,917,500 shares of common stock. The warrants
give the holders the right to purchase shares of common stock at $2.50 per
share. These warrants expire on October 6, 2005.
LEGAL MATTERS
The legality of the shares offered hereby are being passed upon for
Odyssey by Krys Boyle, P.C., 600 17th Street, Suite 2700 South, Denver,
Colorado 80202. Jon D. Sawyer, a shareholder in Krys Boyle, P.C.,
beneficially owns 207,784 shares of Odyssey's common stock, a portion of which
are being offered for resale by this prospectus.
EXPERTS
The financial statements appearing in our Annual Report on Form 10-KSB
for the fiscal year ended February 28, 2003, incorporated by reference in this
prospectus have been audited by Ferlita, Walsh & Gonzalez, P.A., independent
certified public accountants, to the extent and for the periods set forth in
their report, incorporated by reference herein, and are incorporated herein in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-2 filed by
Odyssey with the Securities and Exchange Commission under the Securities Act
of 1933 (Registration No. 333-99953). We refer you to that registration
statement and the exhibits thereto for further information with respect to
Odyssey and the shares offered hereby.
Odyssey files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (Commission File
No. 0-26136). These filings contain important information which does not
appear in this prospectus. For further information about Odyssey, you may
obtain these filings over the internet at the SEC's web site at
http://www.sec.gov. You may also read and copy these filings at the SEC's
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public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330, and may obtain copies of Odyssey's filings
from the public reference room by calling (202) 942-8090.
The following documents filed by Odyssey with the Commission are
incorporated herein by reference:
(a) Odyssey's annual report on Form 10-KSB for the fiscal year ended
February 28, 2003 (SEC File No. 0-26136).
(b) Odyssey's quarterly report on Form 10-QSB for the fiscal quarter
ended May 31, 2003 (SEC File No. 0-26136).
(d) Odyssey's current report on Form 8-K dated August 6, 2003 (SEC File
No. 0-26136).
Odyssey will provide without charge to each person to whom this
prospectus is delivered, on the written or oral request of such person, a copy
of any document incorporated herein by reference, excluding exhibits.
Requests should be made to Odyssey, 3604 Swann Avenue, Tampa, Florida 33609,
telephone (813) 876-1776, and directed to the attention of John C. Morris,
President.
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