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
VECTOR ENERGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or other jurisdiction of incorporation or organization)
76-0582614
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(I.R.S. Employer Identification No.)
5599 San Felipe, Suite 620, Houston, TX 77056
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(Address of Principal Executive Offices, including ZIP Code)
VECTOR ENERGY EMPLOYEE BENEFIT PLAN
-----------------------------------
(Full Title of the Plan)
Stephen Noser
5599 San Felipe, Suite 620
Houston, Texas, 77056
(713) 850-9993
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(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ---------- ---------- -------------- -------------- ------------
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
- ---------- ---------- -------------- -------------- ------------
UNITS (each
consisting of one
share of common
stock, $.01 par
value 4,000,000 $5.00 $20,000,000.00 $6,060.61
- ---------- ---------- -------------- -------------- ------------
</TABLE>
(1) Calculation pursuant to Rule 457(c).
<PAGE>
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, 1998.
(b) Registrant's Current Report on Form 8-K filed May 26, 1998
as amended by Form 8-K/A filed July 27, 1998.
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 Texas
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 Vector Energy Employee Benefit Plan.
23.1 Consent of Stephen Noser, Esq.
filed as a part of Exhibit 5.
23.2 Consent of Comiskey & Company, P.C.
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
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<PAGE>
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.
(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 September 11, 1998.
VECTOR ENERGY CORPORATION
/s/ Sam Skipper
--------------------------------------------
Sam Skipper, Chief Executive Officer
and Director
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.
/s/ Randal McDonald
September 11, 1998 --------------------------------------------
Randal McDonald, Treasurer
and Chief Financial Officer
/s/ Stephen Noser
September 11, 1998 --------------------------------------------
Stephen Noser, President
and Director
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EXHIBIT INDEX
Exhibit Description Page No.
- ------- --------------------------------- --------
5 Opinion re: legality of securities 6
being registered
10 Vector Energy Employee Benefit Plan 7
23.1 Consent of Stephen Noser, Esq., 6
files as a part of Exhibit 5
23.2 Consent of Comiskey & Company P.C. 8
5
<PAGE>
September 11, 1998
Members of the Board of Directors
Vector Energy Corporation
5599 San Felipe. Suite 620
Houston, Texas 77056
Gentlemen:
You have requested my opinion with respect to the Shares included in the
Vector Energy Corporation (the "Company") registration statement on Form S-8
(the "Registration Statement"), which will be filed with the Securities and
Exchange Commission on or about September 11, 1998.
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, $.01 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,
/s/ Stephen Noser
Stephen Noser, Esq.
6
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VECTOR ENERGY EMPLOYEE BENEFIT PLAN
PURPOSE. This Employee Benefit Plan (the "Plan"), is designated to provide
for awards of the Company's 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 Vector Energy Corporation
"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, $.01 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
4,000,000 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.
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 during the 1998/1999 year period from May 8, 1998 through and
including December 31, 1999.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our reports, dated
June 29, 1998 and August 6, 1998 on the financial statements of Vector Energy
Corporation for the years ended December 31, 1997 and April 30, 1998,
respectively, and for the reference to our firm as experts in accounting and
auditing.
Denver, Colorado
September 17, 1998
/s/ Comiskey & Company
Professional Corporation
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