As filed with the Securities and Exchange Commission on February 25, 2005
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
GulfWest Energy Inc.
(Exact name of registrant as specified in its charter)
Texas 87-0444770
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
480 N. Sam Houston Parkway, Suite 300
Houston, Texas 77060
(281) 820-1919
(Address including zip code,
and telephone number, including area code,
of registrant's principal executive offices)
GulfWest Energy Inc.
1994 Stock Option and Compensation Plan
and
2004 Stock Option and Compensation Plan
(Full title of the plan)
JIM C. BIGHAM
Executive Vice President and Secretary
480 N. Sam Houston Parkway, Suite 300
Houston, Texas 77060
(281) 820-1919
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Offering Aggregate Amount of
Class of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee (1)
---------------------------------- --------------- ------------------- --------------------------- -----------------
Class A Common Stock, $.001 par
value (the "Common Stock") 1,949,000 $.86 $1,676,140 $197.28
=====================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
common stock as traded over-the-counter on February 22, 2005, which is
within 5 business days prior to the date of filing of this registration
statement.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as a prospectuses or prospectus supplements pursuant to Rule 424.
These documents and other documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about both the 1994 Stock Option and Compensation Plan
and the 2004 Stock Option and Compensation Plan and its administrators are
available without charge by contacting:
GulfWest Energy Inc.
480 N. Sam Houston Parkway E., Suite 300
Houston, Texas 70760
Attention: Jim C. Bigham
(281) 820-1919
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The following information is incorporated by
reference herein:
(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003;
(b) All of our other reports filed pursuant to Section 15(a) or 15(d) of
the Exchange Act since December 31, 2003.
(c) The description of our Common Stock contained in our Registration
Statement on Form S-1, as supplemented by Amendment No. 1 thereto,
filed with the SEC on July 13, 2004.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and telephone number:
GulfWest Energy Inc.
480 N. Sam Houston Parkway E., Suite 300
Houston, Texas 70760
Attention: Jim C. Bigham
(281) 820-1919
All reports that we subsequently file under Sections 13, 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment that indicates that all the securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation provide that, to the fullest extent permitted
by Texas law, directors and former directors of the Company shall not be liable
to the Company or its shareholders for monetary damages occurring in their
capacity as a director. Texas law does not currently authorize the elimination
or limitation of the liability of a director to the extent the director is found
liable (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith that constitute a
breach of duty of the director of the Company or which involve intentional
misconduct or a knowing violation of law, (iii) for transactions from which the
director received an improper benefit, whether the benefit resulted from an
action taken within the scope of the director's office or (iv) for acts or
omissions for which the liability of a director is expressly provided by law.
Our Articles of Incorporation and Bylaws grant mandatory indemnification to
our directors and officers to the fullest extent authorized under the Texas
Business Corporation Act. In general, a Texas corporation may indemnify a
director or officer who was, is or is threatened to be made a named defendant or
respondent in a proceeding by virtue of his position in the corporation if he
acted in good faith and in an manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case of criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Texas corporation may indemnify an officer or director in an action brought by
or in the right of the corporation only if such director or officer was not
found liable to the corporation, unless or only to the extent that a court finds
him to be fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
We have insurance on behalf of the Company and its directors and officers
individually against certain liabilities. By reason of this coverage, the
Company and its directors and officers will be insured against most lawsuits and
claims arising from unintentional acts or omissions, including such lawsuits and
claims brought under the federal securities laws (other than under Section 16(b)
of the Securities Exchange Act of 1934).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
Number Description
------ -----------
*4.1 1994 Stock Option and Compensation Plan, amended and restated
as of April 1, 2001
4.2 2004 Stock Option and Compensation Plan, filed herewith
4.3 Forms of Option Agreements, filed herewith
5 Opinion of Legal Counsel, filed herewith
24.1 Consent of Legal Counsel, included as part of Exhibit 5
24.2 Consent of Independent Auditors, filed herewith
25 Power of Attorney (included on signature page of this
Registration Statement)
* Previously filed with our proxy statement on Form DEF 14A, filed with
the Commission on April 16, 2001.
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ITEM 9. UNDERTAKINGS.
(a) We, the undersigned Registrant, hereby undertake:
(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 this registration
statement or any material change to such information 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the new 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 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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S I G N A T U R E S
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, duly authorized, in the
City of Houston, State of Texas, on the 24th day of February, 2005.
GULFWEST ENERGY INC.
By: \s\ Thomas R. Kaetzer
---------------------------------------
Thomas R. Kaetzer, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Thomas R. Kaetzer as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place, and stead, in any and all capacities to sign any and all amendments
or supplements to this Registration Statement on Form S-8, and to file the same,
and with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
report has been signed below by the following persons, on behalf of the
registrant, and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
\s\ J. Virgil Waggoner Chairman of the Board of February 24, 2005
---------------------- Directors
J. Virgil Waggoner
Chief Executive Officer
\s\ John E. Loehr and Director (principal February 24, 2005
----------------- executive officer)
John E. Loehr
\s\ Thomas R. Kaetzer President and Director February 24, 2005
---------------------
Thomas R. Kaetzer
\s\ Jim C. Bigham Executive Vice President, February 24, 2005
----------------- Secretary
Jim C. Bigham
\s\ Richard L. Creel Vice President of Finance, February 24, 2005
-------------------- Controller
Richard L. Creel
___________________ Director ______________________
M. Scott Manolis
___________________ ______________________
Marshall A. Smith III Director
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EXHIBIT INDEX
Number Description
------ -----------
*4.1 1994 Stock Option and Compensation Plan, amended and restated
as of April 1, 2001
4.2 2004 Stock Option and Compensation Plan, filed herewith
4.3 Forms of Option Agreements, filed herewith
5 Opinion of Legal Counsel, filed herewith
24.1 Consent of Legal Counsel, included as part of Exhibit 5
24.2 Consent of Independent Auditors, filed herewith
25 Power of Attorney (included on signature page of the
Registration Statement)
* Previously filed with our proxy statement on Form DEF 14A, filed with
the Commission on April 16, 2001.
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