Unassociated Document
 
 As filed with the Securities and Exchange Commission on October 19, 2007 
 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
                            
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
                            
 
Gran Tierra Energy Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
  
98-0479924
(State of Incorporation)
  
(I.R.S. Employer Identification No.)

                            
 
300, 611-10TH AVENUE S.W.
CALGARY, ALBERTA, CANADA, T2R 0B2
(Address of principal executive offices)
                            
 
2007 Equity Incentive Plan
(Full title of the plans)
DANA COFFIELD
PRESIDENT & CHIEF EXECUTIVE OFFICER
300, 611-10TH AVENUE S.W.
CALGARY, ALBERTA, CANADA, T2R 0B2
(403) 265-3221
(Name, address, including zip code, and telephone number, including area code, of agent for service)
                            
Copies to:
Nancy Wojtas, Esq.
Brett White, Esq.
Cooley Godward Kronish llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
                            
CALCULATION OF REGISTRATION FEE
 
         
Title of Securities
to be Registered
Amount to be Registered
Proposed Maximum
Offering
Price per Share (2)
Proposed Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee
Common Stock, par value
$0.001 per share
9,000,000 shares
$1.69
$15,367,500
$472

(1)
Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
 
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on October 17, 2007 as reported on the OTC Bulletin Board.
 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
The following documents filed by Gran Tierra Energy Inc. (the “Company”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
 
(a)  The Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on March 30, 2007, as amended by Amendment No. 1 to the Company’s Annual Report on Form 10-KSB/A filed with the Securities and Exchange Commission on July 10, 2007.
 
(b)  The Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2007 and August 14, 2007.
 
(c)  The Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 1, 2007, March 6, 2007, April 16, 2007, July 3, 2007, July 5, 2007, and August 13, 2007.
 
(d)   The description of the Company’s Common Stock which is contained in a registration statement on Form 8-A filed with the Securities and Exchange Commission on April 30, 2007, under the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
 
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this registration statement from the date of the filing of such reports and documents.
 
DESCRIPTION OF SECURITIES
 
Not Applicable.
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
Not Applicable.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
 Nevada Revised Statutes (“NRS”) Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.
 
Under NRS Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, employees and former directors, officers and employees (including heirs and personal representatives) to the fullest extent permitted under Nevada law.

Our articles of incorporation and bylaws provide a limitation of liability in that no director or officer shall be personally liable to Gran Tierra or any of its shareholders for damages for breach of fiduciary duty as director or officer involving any act or omission of any such director or officer, provided there was no intentional misconduct, fraud or a knowing violation of the law, or payment of dividends in violation of NRS Section 78.300.

 
Our employment agreements with certain of our executive officers contain provisions which require us to indemnify them for costs, charges and expenses incurred in connection with (i) civil, criminal or administrative actions resulting from the executive officers service as such and (ii) actions by or on behalf of the Company to which the executive officer is made a party. We are required to provide such indemnification if (i) the executive officer acted honestly and in good faith with a view to the best interests of the Company, and (ii) in the case of a criminal or administrative proceeding or proceeding that is enforced by a monetary policy, the executive officer had reasonable grounds for believing that his conduct was lawful.

We have also entered into an indemnity agreement with all of our officers and directors. The agreement provides that the we will indemnify officers and directors to the fullest extent permitted by law, including indemnification in third party claims and derivative actions. The agreement also provides that we will provide an advancement for expenses incurred by the officers or directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
EXEMPTION FROM REGISTRATION CLAIMED
 
Not applicable.
 
EXHIBITS 
 
Exhibit
Number
  
5.1
Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario. 
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Gaffney, Cline and Associates.
23.3
Consent of Kummer Kaempfer Bonner Renshaw & Ferrario is contained in Exhibit 5.1 to this Registration Statement.
24
Power of Attorney is contained on the signature pages.
99.1
2007 Equity Incentive Plan.

 
UNDERTAKINGS
 
1.  
The undersigned registrant hereby undertakes:
 
(a)  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;
 
 
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
(b)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)  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.
 
(d)  That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
2.  
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.  
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Calgary, Province of Alberta, Canada, on October 12, 2007.
 
     
  GRAN TIERRA ENERGY INC.
 
 		  
 		  
 
  By:   /s/ Dana Coffield 
 
Dana Coffield
  Title: Chief Executive Officer and President
 
POWER OF ATTORNEY
 
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Dana Coffield and Martin Eden, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
 
/s/ Dana Coffield 
President, Chief Executive Officer and Director
(Principal Executive Officer)
October 10, 2007
Dana Coffield 
    
     
/s/ Martin Eden 
Chief Financial Officer
(Principal Financial Officer)
October 10, 2007
Martin Eden
    
     
/s/ Jeffrey Scott 
Chairman of the Board of Directors
October 10, 2007
 Jeffrey Scott 
    
     
/s/ Walter Dawson 
Director
October 10, 2007
Walter Dawson 
    
     
/s/ Verne Johnson  
Director
October 10, 2007
Verne Johnson
    
     
/s/ Nadine C. Smith 
Director
October 13, 2007
Nadine C. Smith
    



EXHIBIT INDEX 
 
Exhibit
Number
  
5.1
Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario. 
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Gaffney, Cline and Associates.
23.3
Consent of Kummer Kaempfer Bonner Renshaw & Ferrario is contained in Exhibit 5.1 to this Registration Statement.
24
Power of Attorney is contained on the signature pages.
99.1
2007 Equity Incentive Plan.