Unassociated Document

As filed with the Securities and Exchange Commission on December 13, 2010 Registration No. 333-

UNITED STATES
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 or other jurisdiction of incorporation
or organization)
  
(I.R.S. Employer Identification No.)
 
300, 625 - 11th Avenue S.W.
Calgary, Alberta, Canada T2R 0E1
(Address of principal executive offices, including zip code)
 
2007 Equity Incentive Plan
(Full title of the plan)

Dana Coffield
President & Chief Executive Officer
300, 625 - 11th Avenue S.W.
Calgary, Alberta, Canada T2R 0E1
(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 llp
3175 Hanover Street
Palo Alto, CA 94304-1130
(650) 843-5000
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer R
  
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)   
  
Smaller reporting company ¨
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities 
to be Registered
  
Amount to be
Registered (1)
  
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
  
5,306,100 shares
   $ 7.84     $ 41,599,842     $ 2,967  

(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 December 6, 2010 as reported on the NYSE Amex.

 
 
 

EXPLANATORY NOTE
 
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,306,100 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2007 Equity Incentive Plan.
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
The contents of the earlier registration statements relating to the 2007 Equity Incentive Plan previously filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2007 (File No. 333-146815) and January 28, 2009 (File No. 333-156994) are incorporated herein by reference and made a part hereof, other than with respect to the sections entitled “Incorporation of Certain Documents by Reference.”
 
The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:
 
(a)  The Registrant’s Annual Report on Form 10-K filed with the SEC on February 26, 2010.
 
(b)  The Registrant’s Quarterly Reports on Form 10-Q filed with the SEC on May 10, 2010, August 6, 2010, and November 15, 2010.
 
(c)  The Registrant’s Current Reports on Form 8-K filed with the SEC on February 2, 2010, February 18, 2010, June 22, 2010 (as amended by Form 8-K/A filed with the SEC on June 25, 2010), July 6, 2010, August 5, 2010, August 24, 2010, November 15, 2010, and December 13, 2010.
 
(d)   The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed with the SEC 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 (including the Registrant’s Current Reports on Form 8-K filed with the SEC on December 13, 2010).

All reports and other documents subsequently filed by the Registrant 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.

 
II-1
 

EXHIBITS
 
Exhibit
Number
  
Description
     
5.1
  
Opinion of Greenberg Traurig, LLP with respect to the legality of the securities registered hereunder. 
     
23.1
  
Consent of Deloitte & Touche LLP.
     
23.2
  
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1). 
     
23.3
  
Consent of GLJ Petroleum Consultants Ltd.
     
24.1
  
Powers of Attorney (included on the signature page hereto).
     
99.1
  
2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2010).

 
II-2
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, 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 this 10th day of December, 2010.

 
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, Martin Eden and David Hardy, 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
  
December 10, 2010
Dana Coffield
  
Officer and Director
    
   
(Principal Executive
    
   
Officer)
    
 
       
/s/ Martin Eden
  
Chief Financial Officer
  
December 10, 2010
Martin Eden
  
(Principal Financial
    
   
Officer and Accounting
    
   
Officer)
    
         
/s/ Jeffrey Scott
  
Chairman of the Board of
  
December 10, 2010
Jeffrey Scott
  
Directors
    
         
/s/ Verne Johnson
  
Director
  
December 10, 2010
Verne Johnson
        
         
/s/ J. Scott Price
  
Director
  
December 10, 2010
J. Scott Price
        
         
/s/ Nicholas G. Kirton
  
Director
  
December 10, 2010
Nicholas G. Kirton
        
         
/s/ Ray Antony
  
Director
  
December 10, 2010
Ray Antony
        
         
/s/ Gerry Macey
  
Director
  
December 10, 2010
Gerry Macey
  
  
  
  
 
 
II-3
 

EXHIBIT INDEX
 
Exhibit
Number
  
Description
     
5.1
  
Opinion of Greenberg Traurig, LLP with respect to the legality of the securities registered hereunder.
     
23.1
  
Consent of Deloitte & Touche LLP.
     
23.2
  
Consent of Greenberg Traurig (included in Exhibit 5.1).
     
23.3
  
Consent of GLJ Petroleum Consultants Ltd.
     
24.1
  
Powers of Attorney (included on the signature page hereto).
     
99.1
  
2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2010).