This Registration Statement consists of 7 pages. Exhibit Index on Page 5.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Commission File No. 0-22661
VTEX ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or other jurisdiction of incorporation or organization)
76-0582614
(I.R.S. Employer Identification No.)
8303 Southwest Freeway, Suite 950, Houston, TX 77074
(Address of Principal Executive Offices, including ZIP Code)
VTEX ENERGY EMPLOYEE BENEFIT PLAN NUMBER 7
(Full Title of the Plan)
Stephen Noser
8303 Southwest Freeway, Suite 950
Houston, Texas, 77074
(713) 773-3284
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
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UNITS (each
consisting of one
share of common
stock, $.001 par
value) 700,000 $0.37 $259,000.00 $20.48
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(1) Calculation pursuant to Rule 457(c).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(a) Registrant's latest Annual Report on Form 10-KSB for the fiscal year ended
April 30, 2004.
(b) Registrant's latest Quarterly Report on Form 10-QSB for the fiscal quarter
ended October 31, 2004.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation, Bylaws and the Nevada
corporation statutes provide for indemnification of directors and officers
against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion re: legality of securities being registered.
10 VTEX Energy Employee Benefit Plan Number 7
24 Consent of Stephen Noser, Esq. filed as a part of Exhibit 5.
Item 9. Undertakings.
The Registrant hereby undertakes pursuant to Rule 512:
(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and, (3) 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.
(b) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to Section 13(a)
and Section 15(b) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
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(c) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to Articles of Incorporation, Bylaws or statute, 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 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 the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 Houston, State of Texas, on February 10, 2005.
VTEX ENERGY, INC.
/S/ Stephen F. Noser
-------------------------------
Stephen F. Noser, President
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the date indicated.
/S/ Randal McDonald
February 10, 2005 ---------------------------------
Randal McDonald, Treasurer,
Chief Financial Officer
and Director
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EXHIBIT INDEX
Exhibit Description Page No.
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5 Opinion re: legality of securities
being registered 6
10 VTEX Energy Employee Benefit Plan Number 7 7
24 Consent of Stephen Noser, Esq.,
filed as a part of Exhibit 5 6
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February 10, 2005
Members of the Board of Directors
VTEX Energy, Inc.
8303 Southwest Freeway, Suite 950
Houston, Texas 77074
Gentlemen:
You have requested my opinion with respect to the Shares included in the
VTEX Energy, Inc. (the "Company") registration statement on Form S-8 (the
"Registration Statement"), which will be filed with the Securities and Exchange
Commission on or about February 10, 2005.
The undersigned has acted as special counsel to the Company and has
examined the original or copies of such records of the Company and such
agreements, certificates or public officials, certificates of officers of the
Company, and such other documents as deemed relevant and necessary for the
opinion expressed in this letter. In such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed copies. As to
various questions of fact material to such opinion, I have relied upon
statements or certificates of officials and representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities Act
of 1933, as amended, and the Company's common stock, $.001 par value, (the
"Shares") are issued as contemplated by the Registration Statement, such Shares
will be validly issued, fully paid and non-assessable.
The undersigned consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I am not admitting that I am
included within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
Sincerely,
Stephen Noser, Esq.
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VTEX ENERGY EMPLOYEE BENEFIT PLAN - Number 7
PURPOSE. This Employee Benefit Plan (the "Plan"), is designated to provide for
awards of the Company's common stock, or options to acquire common stock, to
selected employees, who, individually or as members of a group, contribute in a
substantial degree to the success of the Company, thus affording them a means of
participating in that success and an incentive to contribute to that further
success.
DEFINITIONS. The following works and phrases as used herein shall have the
meaning set forth below:
"Company" shall mean VTEX Energy, Inc.
"Employee" shall mean any officer, employee of and consultant or
adviser to the Company.
"Share" shall mean one share of the Company's common stock, $.001 par
value.
"Board" shall mean the Board of Directors of the Company.
ADMINISTRATION. The Plan shall be administered by the Board. The Board may
establish a committee of the Board consisting of one or more of its members to
administer the Plan and such committee may establish such rules and regulations
as necessary for proper administration of the Plan and make such determinations
and take such action in connection with or in relation to the Plan as necessary
to carry out the Plan's purpose.
ELIGIBILITY. The individuals eligible to receive awards under the Plan shall be
such Employees as the Board or its committee shall from time to time determine.
SOURCE OF AWARDS. The Board of Directors of the Company shall designate 500,000
Shares for awards pursuant to this Plan.
AWARDS. The Board or its committee shall determine the awards to be made from
time to time to the Employees. The Board or its committee shall take into
consideration the recommendations of management in making its determinations.
Awards under the Plan may be either in the form of direct grants of Shares or
options to acquire Shares under such terms and conditions as the Board may in
its discretion provide. Any options exercised pursuant to their terms and
conditions may be satisfied with Shares issued pursuant to the Plan.
PAYMENT OF AWARDS. The number of Shares of each award shall be delivered to the
Employee as soon as practicable after the award is granted.
FINALITY OF DETERMINATIONS. Each determination made by the Board or its
committee shall be final and shall be binding and conclusive for all purposes
and upon all persons and the Board.
LIMITATIONS. No Employee of the Company shall have any right (legal, equitable,
or otherwise) to be granted an award under the Plan, nor shall the existence of
the Plan give any Employee the right to be retained in the employ of the
Company.
AMENDMENT OR TERMINATION. The Board of Directors of the Company may discontinue
the Plan at any time and may from time to time amend the terms of the Plan.
TERM OF THE PLAN. Awards under this Plan shall be for recognition of services
performed after February 10, 2005.
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