SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
to
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.)
11811 North Freeway, Suite 200, Houston, TX 77060
(Address of Principal Executive Offices, including ZIP Code)
VTEX ENERGY EMPLOYEE BENEFIT PLAN NUMBER 8
(Full Title of the Plan)
Stephen Noser
11811 North Freeway, Suite 200
Houston, Texas, 77060
(281) 445-5880
(Name, Address and Telephone Number of Agent for Service)
Explanatory Note
Amendment No. 1 to the Registration Statement on Form S-8
Filed on November 30, 2006
VTEX Energy, Inc., (the "Company") is filing this Amendment to Form S-8
Registration Statement, as filed with the Securities and Exchange Commission on
November 30, 2006 (the "Original Filing"). The purpose of filing this Amendment
is to correct the number of shares designated by the Board of Directors of the
Company and the term of the plan in the exhibit identified as Exhibit 10 VTEX
Energy Employee Benefit Plan Number 8 to the Original Filing.
The Company is amending Exhibit 10 for the number of shares designated by the
Board of Directors of the Company and the term of the plan.
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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, on the 5th day of December 2006.
VTEX ENERGY, INC.
By /s/ Marshall Smith
------------------
Marshall Smith
Chairman and Chief Executive Officer
By /s/ Randal McDonald
-------------------
Randal McDonald
Chief Financial Officer, Principal Accouting
Officer and Treasurer
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
date indicated.
Signature Title Date
By /s/ Stephen Noser President December 5, 2006
----------------- and Director
Stephen Noser
By /s/ Randal McDonald Chief Financial Officer,
------------------- Principal Accounting
Randal McDonald Officer, Treasurer and
Director December 5, 2006
By /s/ John E. Seago Director December 5, 2006
-----------------
John E. Seago
By /s/ Marshall Smith Director, Chairman December 5, 2006
------------------ and Chief Executive
Marshall Smith Officer
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EXHIBIT 10
VTEX ENERGY, INC. EMPLOYEE BENEFIT PLAN - Number 8
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
2,500,000 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 June 30, 2006.
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