As filed with the Securities and Exchange Commission on July 3, 2002
Securities Act Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTA EXPLORATION CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 84-1493152
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(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
11952 Farley
Shawnee Mission, Kansas 66213
(Address of Principal Executive Offices, including Zip Code)
Charles Ross Employment Agreement
(Full title of the plan)
Charles A. Ross, Sr., President
Vista Exploration Corporation
11952 Farley, Shawnee Mission, Kansas 66213
(Name and address of agent for service)
(913) 814-8313
(Telephone number, including area code, of agent for service)
Copies to:
Roger V. Davidson
Ballard, Spahr, Andrews & Ingersoll, LLP
1225 17th Street, Suite 2300, Denver, Colorado 80202
(303) 292-2400
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price per Aggregate Offering Registration Fee
Be Registered Registered Share Price (1)
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Common stock, No par 500,000 shares (2) $0.10 (3) $50,000 $4.60
value
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TOTAL 500,000 shares $4.60
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(1) Calculated under Section 6(b) of the Securities Act as $.000092 of the
aggregate offering price.
(2) Outstanding options to purchase a maximum of 500,000 shares of common stock
granted to Charles A. Ross, Sr. pursuant to the Employment Agreement dated
as of April 1, 2002, as amended.
(3) In accordance with Rule 457(h), the price shown is the option exercise
price.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2002, which has been filed by the Registrant with the Commission, is
incorporated herein by reference. All other reports or documents filed by the
Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the above-mentioned Annual Report on Form 10-KSB
are incorporated herein by reference. All other documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
The class of securities to be offered pursuant to this registration
statement is the Registrant's common stock, no par value, which is registered
under Section 12. The description of the Registrant's common stock is contained
in the Registrant's registration statement on Form 10 filed with the Commission
on September 13, 1999, pursuant to Section 12 of the Securities Exchange Act of
1934 and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating such description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 and is
described under Item 3 above.
Item 5. Interests of Named Experts and Counsel
Ballard Spahr Andrews & Ingersoll, LLP will pass upon the validity of the
common stock offered by this prospectus. Barbara Davidson, the wife of a partner
in the Denver office of Ballard Spahr Andrews & Ingersoll, LLP, owns 5,000
shares of common stock and is a 50% shareholder of Corporate Management
Services, Inc., also a shareholder of the Registrant.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Registrant or persons serving at its request
as directors or officers of another corporation or enterprise are entitled to
indemnification as provided in the Articles of Incorporation of the Registrant,
which provides for indemnification to the fullest extent permitted under the
Colorado Business Corporation Act. These provisions are broad enough to permit
indemnification of such persons from liabilities arising under the Securities
Act of 1933.
There is no litigation pending, and neither the Registrant nor any of its
directors know of any threatened litigation, which might result in a claim for
indemnification by any director or officer.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index appearing on Page 6.
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which 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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
However, undertakings (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those undertakings is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(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.
(4) 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 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 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
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 Olathe, State of Kansas, on June 28, 2002.
VISTA EXPLORATION CORPORATION
By: /s/ Charles A. Ross, Sr.
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Charles A. Ross, Sr., President
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.
Signature Title Date
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/s/ Charles A. Ross, Sr. Director June 28, 2002
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Charles A. Ross, Sr.
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
No. Description
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4.1 Articles of Incorporation of Vista Exploration Corporation
(incorporated by reference to Exhibit 2.1 of the Registration
Statement on Form 10-SB filed with the Commission on September 13,
1999).
4.2 First Articles of Amendment to Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the Form 8-K filed
August 16, 2001).
4.3 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 of the Form 8-K filed August 16, 2001).
4.4 Employment Agreement dated as of April 1, 2002, between Vista
Exploration Corporation and Charles A. Ross, Sr.*
4.5 First Amendment to Employment Agreement between Vista Exploration
Corporation and Charles A. Ross, Sr., dated as of June 1, 2002.*
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*
23.1 Consent of Cordovano and Harvey, P.C..*
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).*
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* Filed herewith.