-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjUX4ggC2v8dNoefX8WjKMP+jq1K1cVOsgtbI3/pEhJ0FKG1zUMmmLW34O214EK1 O3e2Qm9g/7vAQBlb5q/zeg== 0001050502-02-000496.txt : 20020703 0001050502-02-000496.hdr.sgml : 20020703 20020703170027 ACCESSION NUMBER: 0001050502-02-000496 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020703 EFFECTIVENESS DATE: 20020703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTA EXPLORATION CORP CENTRAL INDEX KEY: 0001094572 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841493152 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-91962 FILM NUMBER: 02696679 BUSINESS ADDRESS: STREET 1: 11952 FARLEY CITY: SHAWNEE MISSION STATE: KS ZIP: 66213 BUSINESS PHONE: 9138148313 MAIL ADDRESS: STREET 1: 7899 WEST FROST DRIVE CITY: LITTLETON STATE: CO ZIP: 80128 FORMER COMPANY: FORMER CONFORMED NAME: BAIL CORP DATE OF NAME CHANGE: 19990907 S-8 1 vistas8.txt S-8 As filed with the Securities and Exchange Commission on July 3, 2002 Securities Act Registration No. 333-_________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VISTA EXPLORATION CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) Colorado 84-1493152 -------- ---------- (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 ================================================================================================== 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) - -------------------------------------------------------------------------------------------------- Common stock, No par 500,000 shares (2) $0.10 (3) $50,000 $4.60 value - -------------------------------------------------------------------------------------------------- TOTAL 500,000 shares $4.60 ================================================================================================== (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. 2
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. 3 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. 4 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. ------------------------------- 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 --------- ----- ---- /s/ Charles A. Ross, Sr. Director June 28, 2002 - ------------------------ Charles A. Ross, Sr. 5 EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit No. Description - ------- ----------- 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).* - ---------------------------- * Filed herewith. EX-4.4 3 vistaex4-4.txt EMPLOYMENT AGREEMENT EXHIBIT 4.4 EMPLOYMENT AGREEMENT This Agreement is made and entered into this 1st day of April, 2002 (the "Effective Date") by and between Vista Exploration Corporation, a Colorado corporation ("Employer"), and Charles A. Ross, Sr. ("Employee"). 1. Employment. Employer hereby employs Employee and Employee hereby accepts such employment, subject to the terms and conditions of this Agreement. Employee shall serve in the capacity of President, report directly to the Board of Directors and shall perform such functions as the Board of Directors of Employer shall determine from time to time; provided, however, that Employee's duties shall always be professional in nature and shall utilize and be consistent with the training, talent and ability of Employee. 2. Full-Time Best Efforts. Employee shall devote essentially his full professional time and attention to the performance of his obligations under this Agreement, and shall at all times perform all of his obligations hereunder to the best of his ability, experience and talent. 3. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue uninterrupted for a period of one (1) year, unless sooner terminated or extended year-to-year by mutual agreement or as provided below in this Section 3. Failure to agree to an extension shall not be deemed a termination but only a lapse of the employment. This Agreement may be otherwise terminated as follows: (a) Employer may terminate the employment of Employee hereunder: (i) upon the death of Employee; (ii) upon Employee's inability, by reason of sickness or other disability, to perform his obligations hereunder for more than ninety (90) consecutive days; (iii) upon a showing of good cause, which for purposes of this Agreement shall mean: (A) Employee's failure to act in accordance with this Agreement or any other breach of this Agreement by Employee; (B) Employee's willful misconduct, negligence or incompetence in the discharge of his duties hereunder; or (C) Employee's commission of any act detrimental to Employer or any act of moral turpitude; provided, however, that prior to terminating Employee pursuant to clause (A) or (B), Employer shall give Employee at least thirty (30) business days' written notice of an intent to terminate due to such failure to act or breach, which notice shall specify such failure or breach, and, if Employee cures such failure or breach within such thirty (30) day period, this Agreement shall remain in full force and effect; or (iv) after the initial term of this Agreement, for any reason upon thirty (30) days' prior written notice; provided that if Employee is terminated pursuant to this Section 3(a)(iv): (i) Employer shall pay Employee a severance benefit equal to six (6) month's salary for each full year of service Employee has completed for Employer; and (ii) Employer shall additionally provide Employee and his dependents up to six months' health care insurance continuation following the date of termination. Notwithstanding the foregoing, benefits shall be reduced to the extent that comparable benefits are provided to Employee and his dependents by another employer. At its option, Employer may pay thirty (30) days of additional compensation in lieu of the thirty (30) days' prior notice set forth above. (b) Employee may terminate his employment hereunder upon at least thirty (30) days' prior written notice to Employer. 4. Compensation. In consideration for his services, Employer shall pay Employee a base salary at the rate of Sixty Thousand Dollars ($60,000) per annum. Employee's salary hereunder shall be payable in bi-monthly installments, or on such other payment schedule as is used to pay similarly situated employees of Employer. Employee shall be eligible for annual increases in base salary as determined by the Board of Directors of Employer in its sole discretion based upon Employee's performance and the financial performance of Employer. Employee agrees to defer the receipt of his salary for a period of (i) up to six (6) months; (ii) the Employer has received an additional Two Hundred Thousand Dollars ($200,000) in debt or equity capital infusion; (iii) the Employer starts receiving revenue from operations; or (iv) there is a change of control requiring an 8-K filing, whichever first occurs. 5. Stock Options Grant. Employee is hereby granted options exercisable for a period of five years to purchase five hundred thousand (500,000) shares of the Employer's common stock at an exercise price $.10 per share (current market value as of the date hereof). The options shall be fully vested as of the date of this grant. Employer shall use its best efforts to register the common shares underlying the options grant within ninety (90) days of the date of this Agreement. Should the Employee terminate his employment with the Employer during the term of this Agreement or should his employment be terminated, the Employee shall have a period of one hundred eighty (180) days to exercise his options or they shall expire. 6. Employee Benefits. Employee shall be entitled to such employee benefits as are from time to time made available generally by Employer to similarly situated employees, including paid vacation and sick leave, health, retirement benefits, dental and vision insurance, life insurance, disability insurance and office amenities. 7. Miscellaneous. (a) Entire Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, written or oral. No waiver under this Agreement shall be valid unless it is in writing and duly executed by the party to be charged therewith. This Agreement may be amended at any time, provided that such agreement is in writing and is signed by each of the parties hereto. (b) Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision may be severed or enforced to the extent possible, and such invalidity, illegality or unenforceability shall not affect the remainder of this Agreement. (c) Binding Effect. This Agreement may not be assigned by Employee. Subject to that limitation, this Agreement shall be binding upon and shall inure to the benefit of Employee, his heirs and personal representatives, and shall be binding upon and shall inure to the benefit of Employer, its successors and assigns. (d) Governing Law. This Agreement and all questions arising hereunder shall be governed by the laws of the State of Kansas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. EMPLOYER: EMPLOYEE: VISTA EXPLORATION CORPORATION By: /s/ Charles A. Ross, Sr. /s/ Charles A. Ross, Sr. ------------------------ ------------------------ Print Name: Charles A. Ross, Sr. Title: President EX-4.5 4 vistaex4-5.txt AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 4.5 First Amendment to Employment Agreement This First Amendment to Employment Agreement is made as of June 1, 2002, and is by and between Vista Exploration Corporation., a Colorado corporation ("Employer"), and Charles A. Ross, Sr., a resident of the State of Kansas ("Employee"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Section 2 of the Employment Agreement between Employer and Employee dated as of April 1, 2002 (the "Agreement"), shall be amended and restated, effective as of April 1, 2002, as follows: Professional Efforts. Employee shall devote such professional time and attention to the performance of his obligations under this Agreement as are reasonably required by Employer, and shall at all times perform all of his obligations hereunder to the best of his ability, experience and talent. 2. Section 4 of the Agreement shall be amended and restated, effective as of April 1, 2002, as follows: Compensation. In consideration for his services, Employer shall pay Employee a base salary at the rate of Thirty Thousand Dollars ($30,000) per annum. Employee's salary hereunder shall be payable in bi-monthly installments, or on such other payment schedule as is used to pay similarly situated employees of Employer. Employee shall be eligible for annual increases in base salary as determined by the Board of Directors of Employer in its sole discretion based upon Employee's performance and the financial performance of Employer. Employee agrees to defer the receipt of his salary for a period of (i) up to six (6) months; (ii) the Employer has received an additional Two Hundred Thousand Dollars ($200,000) in debt or equity capital infusion; (iii) the Employer starts receiving revenue from operations; or (iv) there is a change of control requiring an 8-K filing, whichever first occurs. 3. Except as expressly set forth in this First Amendment, the Agreement shall remain in full force and effect, enforceable in accordance with its terms. EMPLOYEE: /s/ Charles A. Ross, Sr. - ------------------------ EMPLOYER: Vista Exploration Corporation By: /s/ Charles A. Ross, Sr. - ---------------------------- Charles A. Ross, President EX-5.1 5 vistaex5-1.txt OPINION EXHIBIT 5.1 Law Offices Baltimore, MD Ballard Spahr Andrews & Ingersoll, LLP Camden, NJ 1225 17h Street, Suite 2300 Philadelphia, PA Denver, Colorado 80202-5596 Salt Lake City, UT 303-292-2400 Voorhees, NJ Fax: 303-296-3956 Washington, DC Lawyers@ballardspahr.com July 3, 2002 Vista Exploration Corporation 11952 Farley Shawnee Mission, Kansas 66213 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Vista Exploration Corporation, a Colorado corporation ("Vista"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") to register under the Securities Act of 1933, as amended, 500,000 shares of Vista common stock (the "Ross Shares") issuable from time to time upon the exercise of options ("Options") granted pursuant to the Employment Agreement between Vista and Charles A. Ross, as amended (the "Agreement"). In that connection, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement and such other documents, corporate records and instruments as we have deemed necessary for the purposes of the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based upon the foregoing, we are of the opinion that the Ross Shares, when issued upon exercise of the Options granted pursuant to the Agreement and upon payment of the option exercise price in accordance with the terms of the Agreement, will be legally issued, fully paid and nonassessable. This opinion is limited to the matters expressly stated herein. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States and the laws of the State of Colorado. We do not undertake to advise you of any changes in the opinion expressed herein resulting from changes in law, changes in facts or any other matters that might occur or be brought to our attention after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP ------------------------------------------ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 6 vistaex23-1.txt CONSENT EXHIBIT 23.1 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 30, 2002, appearing in the Annual Report on Form 10-KSB of Vista Exploration Corporation for the period ended March 31, 2002. /s/ Cordovano and Harvey, P.C. - ------------------------------ Cordovano and Harvey, P.C. Denver, Colorado July 2, 2002 -----END PRIVACY-ENHANCED MESSAGE-----