As filed with the Securities and Exchange Commission on _________, 2013
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UnderThe Securities Act of l933
VANGUARD ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 27-2888719
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
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(Address of Principal Executive Offices) (Zip Code)
Non-Qualified Stock Option Plan
(Full Title of Plan)
Warren M. Dillard
133 Post Oak Blvd., Suite 1600
Houston, TX 77506
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(Name and address of agent for service)
(713) 627-2500
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(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small 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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Copies of all communications, including all communications sent to agent
for service to:
William T. Hart, Esq.
Hart & Hart
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
1
CALCULATION OF REGISTRATION FEE
Title Proposed Proposed
of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee
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fee
Common Stock issuable
pursuant to
Non-Qualified
Stock Option Plan 1,500,000 $0.60 $900,000 $123
(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable in the event of stock
dividends, stock splits, recapitalizations or other changes in the
Company's common stock.
(2) Varied, but not less than the fair market value on the date that the shares
were or are granted. Pursuant to Rule 457(g), the proposed maximum offering
price per share and proposed maximum aggregate offering price are based
upon closing price of the Company's common stock on April 10, 2013.
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VANGUARD ENERGY CORPORATION
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not required to be filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information Non-Qualified Stock Option Plan
(b) Securities to be Offered Non-Qualified Stock Option Plan
(c) Employees who may Participate Non-Qualified Stock Option Plan
in the Plan
(d) Purchase of Securities Pursuant Non-Qualified Stock Option Plan
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Resale of Shares by Affiliates
(f) Tax Effects of Plan Non-Qualified Stock Option Plan
Participation
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information Regarding the
Assignment of Interest Plan
(i) Forfeitures and Penalties Other Information Regarding the
Plan
(j) Charges and Deductions and Other Information Regarding the
Liens Therefore plan
2. Registrant Information and Employee Available Information, Documents
Plan Annual Information Incorporated by Reference
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed with the Commission by Vanguard Energy
Corporation ("Vanguard") (Commission File No. 333-174194) are incorporated by
reference into this prospectus:
(1) Annual report on Form 10-K for the fiscal year ended September 30,
2012.
(2) Report on Form 10-Q for the three months ended December 31, 2012.
(3) Report on Form 8-K filed March 25, 2013.
All documents filed with the Commission by Vanguard pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by Vanguard to offer and sell
securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.
Vanguard has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to Vanguard and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
Item 4 - Description of Securities
Not required.
4
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
Vanguard's bylaws authorize indemnification of directors, officers,
employees or agents against expenses incurred by him in connection with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity, except for liabilities arising from his own
misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent who was found liable for misconduct or
negligence in the performance of his duty may obtain such indemnification if, in
view of all the circumstances in the case, a court of competent jurisdiction
determines such person is fairly and reasonably entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling us pursuant
to the foregoing provisions, Vanguard has been informed that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
Item 7 - Exemption for Registration Claimed
Not applicable.
Item 8 - Exhibits
4 -- Instruments Defining Rights of
Security Holders
4.1 -- Non-Qualified Stock Option Plan
5 -- Opinion Regarding Legality
l5 -- Letter Regarding Unaudited Interim
Financial Information None
23 -- Consents of Attorneys, Independent Public
Accountants and Petroleum Engineers
24 -- Power of Attorney Included on the signature page
of this Registration Statement
99 -- Reoffer Prospectus
5
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas on the 9th day of
April, 2013.
VANGUARD ENERGY CORPORATION
By:/s/ Warren M. Dillard
-------------------------------------------
Warren M. Dillard, Principal Executive Officer
In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Warren M. Dillard Principal Executive, Financial April 9, 2013
----------------------
Warren M. Dillard and Accounting Officer and Director
/s/ Gerald Bailey Director April 9, 2013
----------------------
Gerald Bailey
/s/ Steven M. Powers Director April 11, 2013
----------------------
Steven M. Powers
Director
----------------------
Rick Wilber
VANGUARD ENERGY CORPORATION
FORM S-8
EXHIBITS