Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WESTSIDE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0349241
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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4400 Post Oak Parkway Suite 2530, Houston, TX 77027
(Address of Principal Executive Offices) (Zip Code)
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WESTSIDE ENERGY CORPORATION
2005 DIRECTOR STOCK PLAN
(Full title of the Plan)
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Jimmy D. Wright
4400 Post Oak Parkway Suite 2530
Houston, TX 77027
(Name and address of agent for service)
(713) 979-2660
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of each class offering maximum Amount of
of securities Amount to be price aggregate Registration
to be registered registered(1) per share(2) offering price(2) fee
Common Stock, 500,000 $3.85 $1,925,000 $ 226.57
$.01 par value shares
(1) Represents the maximum number of shares that may be distributed
pursuant to this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee based
on the closing price of the Registrant's common stock as reported on
the OTC Bulletin Board on May 12, 2005, or $3.85 per share.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The document containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10 (a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by Westside Energy Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004 (file no. 0-49837), including all amendments; and
(b) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), set forth under the caption "Description of
Securities" in the Company's Form 10-SB dated May 28, 2002 as filed with the
Commission on such date (as amended), and all amendments and reports filed
thereafter for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or which de-registers all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes (the "NRS") sets forth
the conditions and limitations governing the indemnification of officers,
directors and other persons. This section provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation or was serving
at the request of the corporation in a similar capacity with another corporation
or other entity, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection therewith if certain
conditions are met. The required conditions are that (a) the person to be
indemnified acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful, or (b) the person's action or failure
to act did not constitute a breach of his or her fiduciary duties as a director
or officer or any such breach did not involve intentional misconduct, fraud, or
a knowing violation of law. With respect to a suit by or in the right of the
corporation, indemnity may be provided to the persons listed in the above
paragraph under Section 78.7502 on a basis similar to that set forth above,
except that no indemnity may be provided in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless and to the extent that the court in which such action, suit or proceeding
was brought or other court of competent jurisdiction determines that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court deems appropriate. Moreover, Section 78.7502 provides for mandatory
indemnification of a director, officer, employee or agent of the corporation to
the extent that such person has been successful in defense of any such action,
suit or proceeding.
Section 78.751 of the NRS provides that the articles of incorporation,
the bylaws, or an agreement made by the corporation may provide that the
expenses of an officer or director in defending an action, suit or proceeding
must be paid as they are incurred and before the final disposition of the
action, upon receipt of an undertaking to repay such amounts if it is ultimately
determined that such person is not entitled to be indemnified. Section 78.751
also provides that the indemnification may not be made (unless ordered by a
court or for the advancement of expenses made as described in the foregoing
sentence) if a final adjudication establishes that the person's acts or
omissions involved intentional misconduct, fraud, or a knowing violation of the
law and was material to the cause of action. Together, Sections 78.7502 and
78.751 establish provisions for determining that a given person is entitled to
indemnification. Section 78.751 also states that the indemnification provided by
or granted under these sections is not exclusive of any rights to indemnity or
advancement of expenses to which such person may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Both the Company's By-laws and Section 78.752 of the NRS provide that a
corporation may purchase insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.
The Company's Restated Articles of Incorporation provides that the
personal liability of the directors and officers of the Company is eliminated to
the fullest extent permitted by the Nevada law. Likewise, the Company's Bylaws
provides that the Company will indemnify any director, officer, employee or
agent of the Company if certain conditions are met. Further, the Company's
Bylaws permits the Company to pay the expenses of the officers and directors
incurred in defending a civil or criminal action, suit or proceeding as such
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such person is not entitled to be
indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
4.1 Specimen Stock Certificate for Registrant's Common Stock is
incorporated herein by reference from Pre-effective Amendment No. 1
to the Registration Statement on Form SB-2 (SEC File No. 333-120659)
filed December 23, 2004, Exhibit 4.01.
4.2 Westside Energy Corporation 2005 Director Stock Plan.
5.1 Opinion of Jones Vargas
23.1 Consent of Malone & Bailey, PC
23.2 Consent of Jones Vargas (included in Exhibit 5.1 to this Registration
Statement)
24.1 Power of Attorney (included on the signature page hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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 Act, each such 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 controlling precedent, submit to a court of appropriate
jurisdiction the questions 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.
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 requirement 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 May 12, 2005.
WESTSIDE ENERGY CORPORATION
By \S\ Jimmy D. Wright
Jimmy D. Wright,
CEO & President
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors of Westside Energy Corporation (other than
Jimmy D. Wright) hereby appoint Jimmy D. Wright as attorney-in-fact for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this registration statement and any
and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Name Title Date
/S/ Jimmy D. Wright Director and May 12, 2005
Jimmy D. Wright CEO, President & Chief
Financial Officer
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting
Officer)
/s/ Keith D. Spickelmier Director, May 12, 2005
Keith D. Spickelmier
/s/ Douglas G. Manner Director, May 12, 2005
Douglas G. Manner
/s/ John T. Raymond Director, May 12, 2005
John T. Raymond
/s/ Herbert C. Williamson Director, May 12, 2005
Herbert C. Williamson
EXHIBITS INDEX
Exhibit Sequential
Number Description Page Number
4.1 Specimen Stock Certificate for Registrant's Common
Stock is incorporated herein by reference from
Pre-effective Amendment No. 1 to the Registration
Statement on Form SB-2 (SEC File No. 333-120659) filed
December 23, 2004, Exhibit 4.01.
4.2 Westside Energy Corporation 2005 Director Stock Plan.
5.1 Opinion of Jones Vargas
23.1 Consent of Malone & Bailey, PC
23.2 Consent of Jones Vargas (included in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (included on the signature page hereto).