EXHIBIT 99
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VANGUARD ENERGY CORPORATION
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
(713) 627-2500
Common Stock
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to shares of our common stock which may be issued
pursuant to our Non-Qualified Stock Option Plan (the "Plan") which we have
adopted. The Plan provides for the grant, to selected employees and other
persons of stock options.
The terms and conditions of any options, including the price of the shares
of common stock issuable on the exercise of options, are governed by the
provisions of the Plan.
Persons who may receive shares pursuant to the Plan and who are offering
such shares to the public by means of this Prospectus are referred to as the
"Selling Shareholders".
The Selling Shareholders may offer the shares from time to time in
negotiated transactions in the over-the-counter market, at fixed prices which
may be changed from time to time, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may sell the shares to or through securities
broker/dealers, and such broker/dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of the shares for whom such broker/dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker/dealer might be in excess of customary commissions). See "Selling
Shareholders" and "Plan of Distribution".
We will not receive any proceeds from the sale of the shares by the Selling
Shareholders. We have agreed to bear all expenses (other than underwriting
discounts, selling commissions and fees and expenses of counsel and other
advisers to the Selling Shareholders). We have not agreed to indemnify the
Selling Shareholders against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act").
The date of this Prospectus is April __, 2013.
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AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934 (the "Exchange Act") and, file reports and other information with
the Securities and Exchange Commission (the "Commission"). Proxy statements,
reports and other information concerning us can be inspected and copied at the
Commission's office at 100 F Street, NE, Washington, D.C. 20549. Certain
information concerning us is also available at the Internet Web Site maintained
by the Securities and Exchange Commission at www.sec.gov. This Prospectus does
not contain all information set forth in the Registration Statement of which
this Prospectus forms a part and exhibits thereto which we have filed with the
Commission under the Securities Act and to which reference is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE
We will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into this Prospectus). Requests
should be directed to:
VANGUARD ENERGY CORPORATION
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
(713) 627-2500
Attn: Warren M. Dillard
The following documents which we have filed with the Commission 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 us 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 the offering registered hereby shall be deemed
to be incorporated by reference into 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 herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein 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.
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TABLE OF CONTENTS
PROSPECTUS SUMMARY ...............................................
RISK FACTORS .....................................................
USE OF PROCEEDS ..................................................
SUMMARY INFORMATION REGARDING THE PLAN ...........................
SELLING SHAREHOLDERS..............................................
PLAN OF DISTRIBUTION .............................................
DESCRIPTION OF COMMON STOCK ......................................
GENERAL ..........................................................
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PROSPECTUS SUMMARY
We are an early-stage independent energy company engaged in the acquisition and
development of leases in or near the Batson Dome Field in East Texas. We plan to
build our cash flow and oil reserves through a focused acquisition and
development program by:
o focusing our operations in the hydrocarbon-rich region of east Texas; o
drilling in areas which have a high proportion of oil relative to
natural gas;
o lessening risk by concentrating on established areas with proven
production; and
o using new screening technology which prevents sand accumulation in the
well bores and allows for the recovery of more oil from mature fields.
As of March 31, 2013:
o we had drilled and completed fourteen wells in the Batson Dome Field,
and
o we were not drilling or completing any wells.
During the year ended September 30, 2012 and the three months ended
December 31, 2012 gross revenues from our oil production were approximately
$3,090,000 and $1,316,000 respectively.
At September 30, 2012 the after-tax present value, discounted at 10%, of
the estimated future net revenues of our estimates of proved oil reserves was
approximately $37,000,000.
We are continuing the development of our leases in the Batson Dome Field.
We also plan to acquire additional leases adjacent to the Batson Dome Field or
in other areas of East Texas. We believe that, based on past field production,
geology, and our actual experience with the oil wells on our Batson Dome leases,
there is an opportunity for the drilling of a number of additional oil wells on
our leases. We are continuing to add to our lease position at the field and are
implementing a new 3-D seismic analysis of the entire area with the goal of
gaining additional potential drilling prospects in the area.
We were incorporated in Colorado in June 2010. Our executive offices are
located at 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056. Our telephone
number is (713) 627-2500 and our fax number is (713) 963-4663.
Our website address is www.vanguardenergycorp.com. Information contained in
and accessible through our website is not part of this prospectus.
The Offering
By means of this prospectus our officers and directors are offering shares
of our common stock which they own, or which they may acquire, pursuant to our
Non-Qualified Stock Option Plan. The shares owned by the Selling Shareholders
may be sold in the over-the-counter market, or otherwise, at prices and terms
then prevailing or at prices related to the then-current market price or in
negotiated transactions.
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Forward-Looking Statements
This prospectus contains "forward-looking statements," as that term is used
in federal securities laws, concerning our financial condition, results of
operations and business. You can find many of these statements by looking for
words such as "believes," "expects," "anticipates," "estimates" or similar
expressions used in this prospectus. These statements include, among others:
We have based these forward-looking statements on our current expectations
about future events. The forward-looking statements include statements that
reflect management's beliefs, plans, objectives, goals, expectations,
anticipations and intentions with respect to our financial condition, results of
operations, future performance and business, including statements relating to
our business strategy and our current and future development plans.
The potential risks and uncertainties that could cause our actual financial
condition, results of operations and future performance to differ materially
from those expressed or implied in this prospectus include:
o the sale prices of crude oil;
o the amount of production from oil wells in which we have an interest;
o lease operating expenses;
o international conflict or acts of terrorism; and
o general economic conditions.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, level of
activity, performance or achievements. Many factors discussed in this
prospectus, some of which are beyond our control, will be important in
determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from the forward-looking
statements. In light of these and other uncertainties, you should not regard the
inclusion of a forward-looking statement in this prospectus as a representation
by us that our plans and objectives will be achieved, and you should not place
undue reliance on such forward-looking statements. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
RISK FACTORS
Investors should be aware that an investment in our securities involves
certain risks, including those described below, which could adversely affect the
value of our common stock. We do not make, nor have we authorized any other
person to make, any representation about the future market value of our common
stock. In addition to the other information contained in this prospectus, the
following factors should be considered carefully in evaluating an investment in
our securities.
We are an early-stage independent energy company. We suffered a net loss of
$(1,027,157) during the year ended September 30, 2012. Although we had net
income for the three months ended December 31, 2012, we may suffer losses in
future periods.
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Our failure to obtain capital may restrict our operations. We may need
additional capital to fund our operating losses and to expand our business. We
do not know what the terms of any future capital raising may be but any future
sale of our equity securities would dilute the ownership of existing
stockholders and could be at prices substantially below the price investors pay
for the shares of common stock sold in this offering. Our failure to obtain the
capital which we require may result in the slower implementation of our business
plan. There can be no assurance that we will be able to obtain the capital that
we will need.
Drilling. Oil exploration is not an exact science, and involves a high
degree of risk. The primary risk lies in the drilling of dry holes or drilling
and completing wells that, though productive, do not produce oil in sufficient
amounts to return the amounts expended and produce a profit. Hazards, such as
unusual or unexpected formation pressures, downhole fires, blowouts, loss of
circulation of drilling fluids and other conditions are involved in drilling and
completing wells and, if such hazards are encountered, completion of any well
may be substantially delayed or prevented. In addition, adverse weather
conditions can hinder or delay operations, as can shortages of equipment and
materials or unavailability of drilling, completion, and/or work-over rigs. Even
though a well is completed and is found to be productive, water and/or other
substances may be encountered in the well, which may impair or prevent
production or marketing of oil from the well.
Exploratory drilling involves substantially greater economic risks than
development drilling because the percentage of wells completed as producing
wells is usually less than with development drilling. Exploratory drilling
itself can involve varying degrees of risk and can generally be divided into
higher risk attempts to discover a reservoir in a completely unproven area or
relatively lower risk efforts in areas not too distant from existing reservoirs.
While exploration adjacent to or near existing reservoirs may be more likely to
result in the discovery of oil than in completely unproven areas, exploratory
efforts are nevertheless high risk activities.
Although the completion of a well is, to a certain extent, less risky than
drilling, the process of completing a well is nevertheless associated with
considerable risk. In addition, even if a well is completed as a producer, the
well for a variety of reasons may not produce sufficient oil in order to repay
the investment in the well. As a result, there is considerable economic risk
associated with our activities.
Economic Factors in Oil Exploration. The acquisition, exploration and
development of oil properties, and the production and sale of oil are subject to
many factors which are outside our control. These factors include, among others,
general economic conditions, proximity to pipelines, oil import quotas, supply,
demand, and price of other fuels and the regulation of production, refining,
transportation, pricing, marketing and taxation by Federal, state, and local
governmental authorities.
Title Uncertainties. Interests that we will acquire in properties may be
subject to royalty and overriding royalty interests, liens incident to operating
agreements, liens for current taxes and other burdens and encumbrances,
easements and other restrictions, any of which may subject us to future
undetermined expenses. We do not intend to purchase title insurance, title
memos, or title certificates for any leasehold interests we acquire. It is
possible that at some point we will have to undertake title work involving
substantial costs. In addition, it is possible that we may suffer title failures
resulting in significant losses.
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Uninsured Risks. The drilling of wells involves hazards such as blowouts,
unusual or unexpected formations, pressures or other conditions which could
result in substantial losses or liabilities to third parties. Although we intend
to acquire adequate insurance, or to be named as an insured under coverage
acquired by others (e.g., the driller or operator), we may not be insured
against all such losses because such insurance may not be available, premium
costs may be deemed unduly high, or for other reasons. Accordingly, uninsured
liabilities to third parties could result in the loss of our funds or property.
Government Regulation. Our operations are affected from time to time and in
varying degrees by political developments and Federal and state laws and
regulations regarding the development, production and sale of crude oil. These
regulations require permits for drilling of wells and also cover the spacing of
wells, the prevention of waste, and other matters. Rates of production of oil
have for many years been subject to Federal and state conservation laws and
regulations and the petroleum industry is subject to Federal tax laws. In
addition, the production of oil may be interrupted or terminated by governmental
authorities due to ecological and other considerations. Compliance with these
regulations may require a significant capital commitment by and expense to us
and may delay or otherwise adversely affect our proposed operations.
From time to time legislation has been proposed relating to various
conservation and other measures designed to decrease dependence on foreign oil.
No prediction can be made as to what additional legislation may be proposed or
enacted. Oil producers may face increasingly stringent regulation in the years
ahead and a general hostility towards the oil and gas industry on the part of a
portion of the public and of some public officials. Future regulation will
probably be determined by a number of economic and political factors beyond our
control or the oil and gas industry.
Environmental Laws. Our activities will be subject to existing federal and
state laws and regulations governing environmental quality and pollution
control. Compliance with environmental requirements and reclamation laws imposed
by Federal, state, and local governmental authorities may necessitate
significant capital outlays and may materially affect our earnings. It is
impossible to predict the impact of environmental legislation and regulations
(including regulations restricting access and surface use) on our operations in
the future although compliance may necessitate significant capital outlays,
materially affect our earning power or cause material changes in our intended
business. In addition, we may be exposed to potential liability for pollution
and other damages.
As of the date of this prospectus there was only a limited public market
for our common stock. As a result, purchasers of the securities offered by this
prospectus may be unable to sell their securities or recover any amounts that
they paid for their securities.
Disclosure requirements pertaining to penny stocks may reduce the level of
trading activity in our securities and investors may find it difficult to sell
their shares. Trades of our securities are subject to Rule 15g-9 of the
Securities and Exchange Commission, which rule imposes certain requirements on
broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
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rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.
Shares issuable upon the conversion of notes or upon the exercise of
outstanding warrants and options may substantially increase the number of shares
available for sale in the public market and may depress the price of our common
stock.
We have outstanding convertible notes, as well as options and warrants
which, as of the date of this prospectus, could potentially allow the holders to
acquire a substantial number of shares of our common stock. Until the
convertible notes are repaid, and the options and warrants expire, the holders
will have an opportunity to profit from any increase in the market price of our
common stock without assuming the risks of ownership. Holders of options and
warrants may exercise these securities at a time when we could obtain additional
capital on terms more favorable than those provided by the options or warrants.
The conversion of the notes or the exercise of the options and warrants will
dilute the voting interest of the current owners of outstanding shares by adding
a substantial number of additional shares of common stock.
The sale of common stock described above, or the perception that such sales
could occur, may adversely affect the market price of our common stock.
Any decline in the price of our common stock may encourage short sales,
which could place further downward pressure on the price of our common stock.
Short selling is a practice of selling shares which are not owned by a seller at
that time, with the expectation that the market price of the shares will decline
in value after the sale, providing the short seller a profit.
USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by the
Selling Shareholders. We will not receive any of the proceeds from the sale of
the shares offered by this Prospectus. Expenses expected to be incurred by us in
connection with this offering are estimated to be approximately $10,000. The
Selling Shareholders have agreed to pay all commissions and other compensation
to any securities broker/dealers through whom they sell any of the Shares.
SUMMARY INFORMATION REGARDING THE PLAN
The terms and conditions of any options, including the price of the shares
of common stock issuable on the exercise of options, are governed by the
provisions of the Plan.
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A summary of the Plan follows.
The Non-Qualified Stock Option Plan authorizes the issuance of shares of
our common stock to persons that exercise options granted pursuant to the Plan.
Employees, directors, officers, consultants and advisors are eligible to be
granted options pursuant to the Plan, provided however that bona fide services
must be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction or promoting the price of our common stock. The option exercise
price is determined by our Directors.
The Plan is administered by our Board of Directors. Our Directors serve for
a one-year tenure and until their successors are elected. Our Directors are
elected each year at the annual shareholder's meeting. A Director may be removed
at any time by the vote of a majority of our shareholders represented in person
or by proxy at any special meeting called for the purpose of removing one or
more directors. Any vacancies which may occur on the Board of Directors will be
filled by the majority vote of the remaining directors. The Board of Directors
is vested with the authority to interpret the provisions of the Plan and
supervise the administration of the Plan. In addition, the Board of Directors is
empowered to select eligible employees to whom options are to be granted, to
determine the number of shares subject to each grant of an option and to
determine when, and upon what conditions options granted under the Plan will
vest or otherwise be subject to forfeiture and cancellation.
The terms and conditions upon which a person will be permitted to assign or
hypothecate options received pursuant to the Plan will be determined by our
Board of Directors which administers the Plan. In general, however, options are
non-transferable except upon death of the option holder.
Any options granted pursuant to the Plan will be forfeited if the "vesting"
schedule established by our Directors at the time of the grant is not met. For
this purpose, vesting means the period during which the employee must remain an
employee or the period of time a non-employee must provide services to us.
Each Option is exercisable from time to time during a period (or periods)
determined by our Board of Directors and ending upon the expiration or
termination of the Option; provided, however, our directors may, limit the
number of shares purchaseable in any period or periods of time during which the
Option is exercisable.
Employment by us does not include a right to receive options pursuant to
the Plan. Only the Board of Directors has the authority to determine which
persons will be granted options and, subject to the limitations described
elsewhere in this Prospectus and in the Plan, the number of shares of common
stock issuable upon the exercise of any options.
Summary
The following sets forth certain information as of March 31, 2013
concerning the stock options granted by the Company pursuant to the Plan. Each
option represents the right to purchase one share of the Company's common stock.
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Total
Shares Remaining
Reserved Options Options Options
Name of Plan Under Plan Granted Exercised Under Plan
Non-Qualified
Stock Option Plan 1,500,000 850,000 -- 650,000
SELLING SHAREHOLDERS
Our officers and directors who may acquire shares of common stock pursuant
to the Plan, and who are offering these shares of common stock to the public by
means of this Prospectus, are referred to as the "Selling Shareholders".
The following table provides certain information as of March 31, 2013
concerning the share ownership of the Selling Shareholders and the shares
offered by the Selling Shareholders by means of this Prospectus.
Number of
Number of shares to be
shares beneficially
Number of Being Offered owned on Percent
Name of Selling Shares Option Completion of
Shareholder Owned (1) shares (2) of the Offering Class
-------------- ------------ ----------- --------- -----
Class
Warren M. Dillard 857,732 200,000 857,732 6.8%
R. Gerald Bailey 192,032 200,000 192,032 1.5%
Steven M. Powers 857,732 100,000 857,732 6.7%
Rick A. Wilber 968,432 150,000 968,432 8.0%
(1) Excludes shares issuable upon the exercise of options.
(2) Represents shares issuable upon exercise of stock options granted pursuant
to the Plan.
The terms of the options held by the Selling Shareholders are shown below:
Shares issuable upon Exercise Expiration
Name exercise of options Price Date
---- ------------------- -------- ----------
Warren M. Dillard 200,000 $1.00 January 10, 2014
R. Gerald Bailey 200,000 $1.00 January 10, 2014
Steven M. Powers 100,000 $1.00 January 10, 2014
Rick A. Wilber 150,000 $1.00 January 10, 2014
To allow the Selling Shareholders to sell their shares when they deem
appropriate, we have filed a Form S-8 registration statement under the
Securities Act of 1933, of which this Prospectus forms a part, with respect to
the resale of the shares from time to time in the over-the-counter market or in
privately negotiated transactions.
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PLAN OF DISTRIBUTION
The Selling Shareholders may sell the shares offered by this Prospectus
from time to time in negotiated transactions in the public market at fixed
prices which may be changed from time to time, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may sell their shares to or through
broker/dealers, and such broker/dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of the shares for which such broker/dealers may act as agent or to
whom they may sell, as principal, or both (which compensation as to a particular
broker/dealer may be in excess of customary compensation).
The Selling Shareholders and any broker/dealers who act in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received
by them and profit on any resale of the shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. We have not
agreed to indemnify the Selling Shareholders and any securities broker/dealers
who may be deemed to be underwriters against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.
The Selling Shareholders may also sell their shares pursuant to Rule 144 of
the Securities and Exchange Commission.
We have advised the Selling Shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act of
1933. We have also advised each Selling Shareholder that in the event of a
"distribution" of the shares owned by the Selling Shareholder, such Selling
Shareholder, any "affiliated purchasers", and any broker/ dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling methods". We have also advised the Selling Shareholders that Rule 101
under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for
the purpose of pegging, fixing or stabilizing the price of the Common Stock in
connection with this offering.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 50,000,000 shares of common stock. Holders of
common stock are each entitled to cast one vote for each share held of record on
all matters presented to shareholders. Cumulative voting is not allowed; hence,
the holders of a majority of the outstanding common stock can elect all
directors.
Holders of common stock are entitled to receive such dividends as may be
declared by our Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of our assets
after payment of liabilities. The board is not obligated to declare a dividend.
It is not anticipated that dividends will be paid in the foreseeable future.
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Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by us. There are no conversion, redemption, sinking
fund or similar provisions regarding the common stock. All outstanding shares of
common stock are fully paid and non-assessable.
Transfer Agent
Corporate Stock Transfer
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
Phone: (303) 282-4800
GENERAL
The Colorado Business Corporation Act provides in substance that we shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was our director, officer, employee, fiduciary or agent, or is or
was serving at our request as a director, officer, employee, fiduciary or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person; and that expenses
incurred in defending any such civil or criminal action, suit or proceeding may
be paid by us in advance of the final disposition of such action, suit or
proceeding as authorized by our Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such director, officer or employee
to repay such amount to us unless it shall ultimately be determined that such
person is entitled to be indemnified by us.
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with this offering and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or the selling shareholders. This prospectus does not constitute an offer
to sell, or a solicitation of any offer to buy, the securities offered in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in our affairs since the date hereof or that any information
contained herein is correct as to any time subsequent to its date.
All dealers effecting transactions in the registered securities, whether or
not participating in this distribution, may be required to deliver a prospectus.
This is an addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
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PLAN PROSPECTUS
VANGUARD ENERGY CORPORATION
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
(713) 627-2500
COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to shares of our common stock which may be issued
pursuant to our Non-Qualified Stock Option Plan (the "Plan") which we have
adopted. The Plan provides for the grant, to selected employees and other
persons of stock options.
The terms and conditions of any options, including the price of the shares
of common stock issuable on the exercise of options, are governed by the
provisions of the Plan.
Persons who may receive shares pursuant to the Plan and who are offering
such shares to the public by means of this Prospectus are referred to as the
"Selling Shareholders".
Shares of common stock reserved under the Company's Non-Qualified Stock
Option Plan are offered to those persons who hold options (or may in the future
hold options) to purchase such shares granted by the Company pursuant to its
Non-Qualified Stock Option Plan.
------------------------
This document constitutes part of a Prospectus covering securities that
have been registered under the Securities Act of 1933.
The date of this Prospectus is April __, 2013.
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Offers on resales of shares of common stock acquired under the Plan by
"affiliates" of the Company are subject to certain restrictions under the
Securities Act of 1933. See "Resale of Shares by Affiliates".
No person has been authorized to give any information, or to make any
representations, other than those contained in this Prospectus, in connection
with the shares offered by this Prospectus, and if given or made, such
information or representations must not be relied upon. This Prospectus does not
constitute an offering in any state or jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.
The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "VNGE".
With respect to the Company's Non-Qualified Stock Option Plan, the shares
to which this prospectus relates will be sold from time to time by the Company
when and if options granted pursuant to the Plan are exercised.
11
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION............................................
DOCUMENTS INCORPORATED BY REFERENCE..............................
GENERAL INFORMATION..............................................
NON-QUALIFIED STOCK OPTION PLAN .................................
OTHER INFORMATION REGARDING THE PLAN.............................
ADMINISTRATION OF THE PLAN.......................................
RESALE OF SHARES BY AFFILIATES...................................
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.................
DESCRIPTION OF COMMON STOCK......................................
12
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of l934 and in accordance therewith files reports, proxy statements, and
other information with the Securities and Exchange Commission. Such reports,
proxy statements, and other information concerning the Company can be inspected
at the Commission's office at 100 F Street, NE, Washington, D.C. 20549. Copies
of such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates. Certain information
concerning the Company is also available at the Internet Web Site maintained by
the Securities and Exchange Commission at www.sec.gov.
We will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into this Prospectus). Requests
should be directed to:
VANGUARD ENERGY CORPORATION
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
(713) 627-2500
Attn: Warren M. Dillard
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by us with the Commission are hereby
incorporated by reference into this Prospectus:
(4) Annual report on Form 10-K for the fiscal year ended September 30,
2012.
(5) Report on Form 10-Q for the three months ended December 31, 2012.
(6) Report on Form 8-K filed March 25, 2013.
All documents filed by us with the Commission 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 the offering registered hereby shall be deemed
to be incorporated by reference into 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 herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein 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.
13
GENERAL INFORMATION
This prospectus relates to the Company's Non-Qualified Stock Option Plan
(the "Company"). The terms and conditions of any options, including the price of
the shares of Common Stock issuable on the exercise of options, are governed by
the provisions of the Plan and stock option agreements between the Company and
the Plan participants.
A summary of the Plan follows.
The Non-Qualified Stock Option Plan authorizes the issuance of shares of
our common stock to persons that exercise options granted pursuant to the Plan.
Employees, directors, officers, consultants and advisors are eligible to be
granted options pursuant to the Plan, provided however that bona fide services
must be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction or promoting the price of our common stock. The option exercise
price is determined by our Directors.
The following sets forth certain information as of March 31, 2013
concerning the stock options granted by the Company pursuant to the Plan. Each
option represents the right to purchase one share of the Company's common stock.
Total
Shares Remaining
Reserved Options Options Options
Name of Plan Under Plan Granted Exercised Under Plan
Non-Qualified Stock
Option Plan 1,500,000 850,000 -- 650,000
Options Granted
The following table shows the options granted to our officers and directors
during the twelve months ended September 30, 2012.
Options Exercise Price Expiration Options
Name Grant Date Granted (#) Per Share Date Exercised
None.
14
Options Exercised
The following table shows the value realized upon the exercise of options
by our officers and directors during the year ended September 30, 2012.
Shares
Date of Acquired On Value
Name Exercise Exercise Realized (1)
---- -------- ----------------------------
None.
(1) Value Realized is determined by the different between the option exercise
price and the market price of our common stock on the date the options were
exercised.
Options Held
The following tables show the options held by our officers and directors as
of March 31, 2013. Except as indicated, all options were granted pursuant to our
Non-Qualified Stock Option Plan.
Shares underlying unexercised
options which are:
------------------------------ Exercise Expiration
Name Exercisable Unexercisable Price Date
---- ----------- ------------- ------------ --------------
Warren M. Dillard 200,000 -- $1.00 January 10, 2014
R. Gerald Bailey 200,000 -- $1.00 January 10, 2014
Steven M. Powers 100,000 -- $1.00 January 10, 2014
Rick A. Wilber 150,000 -- $1.00 January 10, 2014
NON-QUALIFIED STOCK OPTION PLAN
Securities to be Offered and Persons Who May Participate in the Plan
The Company's employees, directors and officers, and consultants or
advisors to the Company are eligible to be granted options pursuant to the
Non-Qualified Stock Option Plan as may be determined by the Company's Board of
Directors that administers the Plan, provided however that bona fide services
must be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction.
Options granted pursuant to the Plan not previously exercised will
terminate at such other time as may be specified when the option is granted.
In the discretion of the Board of Directors options granted pursuant to the
Plan may include installment exercise terms for any option such that the option
becomes fully exercisable in a series of cumulating portions. The Board of
15
Directors may also accelerate the date upon which any option (or any part of any
option) is first exercisable. In no event shall an option be exercisable by its
terms after the expiration of ten years from the date of grant.
Purchase of Securities Pursuant to the Plan
The purchase price per share of common stock purchasable under an option is
determined by the Company's Board of Directors. An option may be exercised, in
whole or in part, at any time, or in part, from time to time, during the option
period, by giving written notice of exercise to the Board of Directors at the
Company specifying the number of shares to be purchased, such notice to be
accompanied by payment in full of the purchase price either by a payment of
cash, bank draft or money order payable to the Company At the discretion of the
Board of Directors payment of the purchase price for shares of Common Stock
underlying options may be paid through the delivery of shares of the Company's
Common Stock having an aggregate fair market value equal to the option price,
provided such shares have been owned by the option holder for at least one year
prior to such exercise. A combination of cash and shares of Common Stock may
also be used at the discretion of the Board of Directors. No shares shall be
issued until full payment has been made. An optionee shall have the rights of a
stockholder only with respect to shares of stock for which certificates have
been issued. Under no circumstances may an option be exercised after the
expiration of the option.
Tax Aspects of Options Granted Under the Plan (U.S. Taxpayers Only)
The difference between the option price and the market value of the shares
on the date the option is exercised is taxable as ordinary income to an Optionee
at the time of exercise and to the extent such difference does not constitute
unreasonable compensation is deductible by the Company at that time. Gain or
loss on any subsequent sale of shares received through the exercise of an option
will be treated as capital gain or loss.
Since the amount of income realized by an Optionee on the exercise of an
option under the Plan represents compensation for services provided to the
Company, the Company may be required to withhold income taxes from the
Optionee's income even though the compensation is not paid in cash. To withhold
the appropriate tax on the transfer of the shares, the Company will (i) reduce
the number of shares issued or distributed to reflect the necessary withholding,
(ii) withhold the appropriate tax from other compensation due to the Optionee,
or (iii) condition the transfer of any shares to the Optionee on the payment to
the Company of an amount equal to the taxes required to be withheld.
OTHER INFORMATION REGARDING THE PLAN
All shares to be issued pursuant to the Plan will, prior to the time of
issuance, constitute authorized but unissued shares or treasury shares.
The terms and conditions upon which a person will be permitted to assign or
hypothecate options received pursuant to the Plan will be determined by the
16
Company's Board of Directors that administers the Plan. In general, however,
options are non-transferable except upon death of the option holder.
Any options granted pursuant to the stock option Plan will be forfeited if
the "vesting" schedule established by the Board of Directors at the time of the
grant is not met. For this purpose, vesting means the period during which the
employee must remain an employee of the Company or the period of time a
non-employee must provide services to the Company.
Each Option shall be exercisable from time to time during a period (or
periods) determined by the Company's Board of Directors and ending upon the
expiration or termination of the Option; provided, however, the Board of
Directors may, limit the number of shares purchaseable in any period or periods
of time during which the Option is exercisable.
Employment by the Company does not include a right to receive bonus shares
or options pursuant to the Plan. Only the Board of Directors has the authority
to determine which persons shall be issued bonus shares or granted options and,
subject to the limitations described elsewhere in this Prospectus and in the
Plan, the number of shares of Common Stock issuable as bonus shares or upon the
exercise of any options.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
The description of the federal income tax consequences as set forth in this
Prospectus is intended merely as an aid for such persons eligible to participate
in the Plan, and the Company assumes no responsibility in connection with the
income tax liability of any person receiving shares or options pursuant to the
Plan. Persons receiving options pursuant to the Plan are urged to obtain
competent professional advice regarding the applicability of federal, state and
local tax laws.
As of the date of this Prospectus, and except with respect to shares or
options which have not yet vested, no terms of any Plan or any contract in
connection therewith creates in any person a lien on any of the securities
issuable by the Company pursuant to the Plan.
ADMINISTRATION OF THE PLAN
The Plan is administered by a Company's Board of Directors. The Company's
Directors serve for a one-year tenure and until their successors are elected.
The Company's Directors are elected each year at the annual shareholder's
meeting. A Director may be removed at any time by the vote of a majority of the
Company's shareholders represented in person or by proxy at any special meeting
called for the purpose of removing one or more directors. Any vacancies which
may occur on the Board of Directors will be filled by the majority vote of the
remaining directors. The Board of Directors is vested with the authority to
interpret the provisions of the Plan and supervise the administration of the
Plan. In addition, the Board of Directors is empowered to select eligible
employees of the Company to whom shares or options are to be granted, to
determine the number of shares subject to each grant of a stock bonus or an
17
option and to determine when, and upon what conditions, shares or options
granted under the Plan will vest or otherwise be subject to forfeiture and
cancellation.
RESALE OF SHARES BY AFFILIATES
Shares of common stock acquired pursuant to the Plan may be resold freely,
except that any person deemed to be an "affiliate" of the Company, within the
meaning of the Securities Act of l933 (the "Act") and the rules and regulations
promulgated thereunder, may not sell shares acquired by virtue of the Plan
unless such shares are sold by means of a special Prospectus, are otherwise
registered by the Company under the Securities Act for resale by such person or
an exemption from registration under the Act is available. Rule l44, promulgated
under the Act, which contains limitations on the manner of sale and the amount
of shares that may be sold, provides an exemption from registration under the
Act. An employee who is not an officer or director of the Company generally
would not be deemed an "affiliate" of the Company.
In addition, the acquisition of shares or options by officers and directors
may be considered a "purchase" and the sale thereof will generally be considered
a "sale" for purposes of Section l6(b) of the Securities Exchange Act of l934.
AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plan in any manner they
deem appropriate, provided that such amendment, termination or suspension shall
not adversely affect rights or obligations with respect to shares or options
previously granted.
DESCRIPTION OF COMMON STOCK
The common stock issued as a stock bonus and the common stock issuable upon
the exercise of any option entitles holders to receive such dividends, if any,
as the Company's Board of Directors may declare from time to time; to cast one
vote per share on all matters to be voted upon by stockholders and to share
ratably in all assets remaining after the payment of liabilities in the event of
liquidation, dissolution or winding up. The shares carry no preemptive rights.
All shares offered under the Plan will, upon issuance (and against receipt of
the purchase price in the case of stock options), be fully paid and
nonassessable.