0001004878-13-000189.txt : 20130620 0001004878-13-000189.hdr.sgml : 20130620 20130620145836 ACCESSION NUMBER: 0001004878-13-000189 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130620 DATE AS OF CHANGE: 20130620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Energy Corp CENTRAL INDEX KEY: 0001497649 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 272888719 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-174194 FILM NUMBER: 13924282 BUSINESS ADDRESS: STREET 1: 1330 POST OAK BLVD. STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-627-2500 MAIL ADDRESS: STREET 1: 1330 POST OAK BLVD. STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77056 POS AM 1 postamd3june-13.txt POST-EFFECT AMENDMENT NO. 3 Commission File No. 333-174194 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 POST-EFFECTIVE AMENDMENT NO. 3 Registration Statement Under THE SECURITIES ACT OF 1933 VANGUARD ENERGY CORPORATION ------------------------------------------ (Exact name of registrant as specified in charter) Colorado 1381 27-2888719 ------------------------- ---------------------- ------------ (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056 (713) 627-2500 ---------------------------------------------- (Address and telephone number of principal executive offices) 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056 ------------------------------------------------------- (Address of principal place of business or intended principal place of business) Warren M. Dillard 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056 (713) 627-2500 ------------------------------------------------------ (Name, address and telephone number of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: William T. Hart Hart & Hart, LLC 1624 Washington Street Denver, Colorado 80203 303-839-0061 Approximate Date Of Commencement Of Proposed Sale To The Public: N/A If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box [X]. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Proposed Proposed Maximum Maximum Securities Offering Aggregate Amount of Title of each Class of to be Price Per Offering Registration Securities to be Registered Registered Security(1) Price Fee (2) ---------------------------- ----------- ----------- ---------- ----------- Units, each consisting of:(3) 6,900,000 $1.00 $6,900,000 $802 (i) one share of common stock; and 6,900,000 -- -- -- (ii) one Class A warrant to purchase 6,900,000 -- -- -- one share of common stock; and Representative's warrant(4) 600,000 -- -- -- Units issuable upon exercise of the representative's warrants, each unit consisting of: 600,000 $1.20 $720,000 $84 (i) one share of common stock; and 600,000 -- -- -- (ii) one Class A warrant to purchase one share of common stock(4) 600,000 -- -- -- Shares of common stock issuable upon exercise of the Class A warrants including the Class A warrants underlying the representative's warrant(3) 7,500,000 $1.50 11,250,000 $1,307 ----------- ------- TOTAL $18,870,000 $2,197 =========== ======
(1) Offering price computed in accordance with Rule 457(g). (2) Previously paid. (3) Includes 900,000 units which would be issued, or issuable, upon exercise of the underwriter's overallotment option. (4) In connection with the sale of the units, the registrant will issue the representative of the underwriters a warrant to purchase up to 600,000 units. 2 The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE The sole purpose of this Post-Effective Amendment No. 2 to Registration Statement No. 333-174194 is to withdraw from registration certain shares covered by the Registration Statement. Since no changes are being made to the prospectus included in the Registration Statement, the Prospectus is not included in this filing. The Registration Statement covered the sale of Units, common stock and Class A warrants of Vanguard Energy Corporation. As shown by the table below, a certain number of these securities are being withdrawn from registration since they were either: o not sold, o or are being registered by means of a separate registration statement (333-187697). Covered by New Not Registration Statement Securities Registered Amount Sold Sold (1) (333-187697) (1) --------------------- ------- ------ --------- ---------------- Units description: 6,900,000 4,800,000 2,100,000 (i) one share of common stock; and 6,900,000 4,800,000 2,100,000 (ii) one Class A warrant to purchase one share of common stock; and 6,900,000 4,800,000 2,100,000 Representative's warrant 600,000 480,000 120,000 Units issuable upon exercise of the representative's warrants, each unit consisting of: 600,000 480,000 120,000 (i) one share of common stock; and 600,000 120,000 480,000 (ii) one Class A warrant to purchase one share of common stock 600,000 120,000 480,000 Shares of common stock issuable upon exercise of the Class A warrants, including the Class A warrants underlying the representative's warrant 7,500,000 -- 2,700,000 4,800,000
(1) Securities in this column are being withdrawn from registration. 3 SIGNATURES Pursuant to the requirements of the Securities Act of l933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas on the 20th day of June, 2013. VANGUARD ENERGY CORPORATION By: /s/ Warren M. Dillard -------------------------------------- Warren M. Dillard, President and Chief Executive Officer POWER OF ATTORNEY The registrant and each person whose signature appears below hereby authorizes the agent for service named in this Registration Statement, with full power to act alone, to file one or more amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as such agent for service deems appropriate, and the Registrant and each such person hereby appoints such agent for service as attorney-in-fact, with full power to act alone, to execute in the name and in behalf of the Registrant and any such person, individually and in each capacity stated below, any such amendments to this Registration Statement. In accordance with the requirements of the Securities Act of l933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date Chief Executive, /s/ Warren M. Dillard Financial and -------------------------------- Accounting Officer Warren M. Dillard and a Director June 20, 2013 /s/ Gerald Bailey -------------------------------- Gerald Bailey, by Warren M. Director June 20, 2013 Dillard as his attorney-in-fact /s/ Steven M. Power -------------------------------- Steven M. Powers, by Warren M. Director June 20, 2013 Dillard as his attorney-in-fact /s/ Rick A. Wilber -------------------------------- Rick A. Wilber, by Warren M. Director June 20, 2013 Dillard as his attorney-in-fact