Commission File No. 333-174194
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
POST-EFFECTIVE
AMENDMENT NO. 3
Registration Statement Under
THE SECURITIES ACT OF 1933
VANGUARD ENERGY CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 1381 27-2888719
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(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
(713) 627-2500
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(Address and telephone number of principal executive offices)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
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(Address of principal place of business or intended principal place of
business)
Warren M. Dillard
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
(713) 627-2500
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(Name, address and telephone number of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
William T. Hart
Hart & Hart, LLC
1624 Washington Street
Denver, Colorado 80203
303-839-0061
Approximate Date Of Commencement Of Proposed Sale To The Public: N/A
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Proposed Proposed
Maximum Maximum
Securities Offering Aggregate Amount of
Title of each Class of to be Price Per Offering Registration
Securities to be Registered Registered Security(1) Price Fee (2)
---------------------------- ----------- ----------- ---------- -----------
Units, each consisting of:(3) 6,900,000 $1.00 $6,900,000 $802
(i) one share of common stock; and 6,900,000 -- -- --
(ii) one Class A warrant to purchase 6,900,000 -- -- --
one share of common stock; and
Representative's warrant(4) 600,000 -- -- --
Units issuable upon exercise of the
representative's warrants, each unit
consisting of: 600,000 $1.20 $720,000 $84
(i) one share of common stock; and 600,000 -- -- --
(ii) one Class A warrant to purchase
one share of common stock(4) 600,000 -- -- --
Shares of common stock issuable upon
exercise of the Class A warrants
including the Class A warrants
underlying the representative's
warrant(3) 7,500,000 $1.50 11,250,000 $1,307
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TOTAL $18,870,000 $2,197
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(1) Offering price computed in accordance with Rule 457(g).
(2) Previously paid.
(3) Includes 900,000 units which would be issued, or issuable, upon exercise of
the underwriter's overallotment option.
(4) In connection with the sale of the units, the registrant will issue the
representative of the underwriters a warrant to purchase up to 600,000
units.
2
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
The sole purpose of this Post-Effective Amendment No. 2 to Registration
Statement No. 333-174194 is to withdraw from registration certain shares covered
by the Registration Statement. Since no changes are being made to the prospectus
included in the Registration Statement, the Prospectus is not included in this
filing.
The Registration Statement covered the sale of Units, common stock and Class A
warrants of Vanguard Energy Corporation. As shown by the table below, a certain
number of these securities are being withdrawn from registration since they were
either:
o not sold,
o or are being registered by means of a separate registration statement
(333-187697).
Covered by New
Not Registration Statement
Securities Registered Amount Sold Sold (1) (333-187697) (1)
--------------------- ------- ------ --------- ----------------
Units description: 6,900,000 4,800,000 2,100,000
(i) one share of common stock; and 6,900,000 4,800,000 2,100,000
(ii) one Class A warrant to
purchase one share of
common stock; and 6,900,000 4,800,000 2,100,000
Representative's warrant 600,000 480,000 120,000
Units issuable upon exercise of the
representative's warrants, each
unit consisting of: 600,000 480,000 120,000
(i) one share of common stock; and 600,000 120,000 480,000
(ii) one Class A warrant to purchase
one share of common stock 600,000 120,000 480,000
Shares of common stock issuable
upon exercise of the Class A
warrants, including the Class A
warrants underlying the
representative's warrant 7,500,000 -- 2,700,000 4,800,000
(1) Securities in this column are being withdrawn from registration.
3
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 20th day of
June, 2013.
VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillard
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Warren M. Dillard, President and Chief
Executive Officer
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.
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
Chief Executive,
/s/ Warren M. Dillard Financial and
-------------------------------- Accounting Officer
Warren M. Dillard and a Director June 20, 2013
/s/ Gerald Bailey
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Gerald Bailey, by Warren M. Director June 20, 2013
Dillard as his attorney-in-fact
/s/ Steven M. Power
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Steven M. Powers, by Warren M. Director June 20, 2013
Dillard as his attorney-in-fact
/s/ Rick A. Wilber
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Rick A. Wilber, by Warren M. Director June 20, 2013
Dillard as his attorney-in-fact