Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[X] Definitive Proxy Statement
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Vista Exploration Corporation
-----------------------------
(Name of Registrant as Specified in Its Charter)
N/A
---
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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4) Date Filed:
Vista Exploration Corporation
11952 Farley
Shawnee Mission, Kansas 66213
July 16, 2002
Dear Vista Exploration Corporation shareholder:
I am pleased to invite you to Vista Exploration Corporation's 2002 annual
meeting of shareholders. The meeting will be at 10:00 a.m. on Friday, August 16,
2002, at 11952 Farley, Shawnee Mission, Kansas.
At the meeting, you and the other shareholders will vote on (i) an
amendment to the articles of incorporation to increase the number of authorized
shares, (ii) a resolution authorizing the board of directors to issue up to
3,000,000 shares of stock to raise capital in private placements or to acquire
assets, at prices and in block sizes to be determined by the board of directors
in its discretion, and (iii) any other business that properly comes before the
meeting. Although it is common at an annual meeting to elect directors, there
are no director elections this year because Mr. Charles Ross, our Class A
director, has 2 years remaining on his term and the Class B and Class C director
positions remain vacant. Until the company improves its financial position, it
will continue to be difficult to find quality candidates willing to assume the
responsibilities of serving as a director of the company.
We hope you can join us on Friday, August 16, 2002. Your vote on these
matters is important. To vote at the meeting please either attend the meeting or
complete, sign and date the enclosed proxy card and return it in the
accompanying postage-paid envelope. If you intend to attend the meeting in
person, please call 913-814-8313 to RSVP and get directions.
Thank you for your continued support.
Very truly yours,
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
Vista Exploration Corporation
Notice of Annual Meeting of Shareholders
Date: Friday, August 16, 2002
Time: 10:00 a.m.
Place: 11952 Farley
Shawnee Mission, Kansas
Purpose: To vote on the following matters:
1. Adopt an amendment to the company's Articles of Incorporation,
attached as Exhibit A, increasing the number of authorized shares
of the company's common stock;
2. Authorize the board of directors of the company to issue up to
3,000,000 shares of the company's stock to raise capital in
private placements or to acquire assets, at prices and in block
sizes to be determined by the board of directors in its
discretion, in anticipation of listing requirements; and
3. Transact such other business as may properly come before the
meeting.
Further information about the meeting is contained in the accompanying
proxy statement. All shareholders of record on July 9, 2002 may vote at this
meeting.
Your vote is important. If you do not plan to attend the meeting, please
sign, date and promptly return the enclosed proxy. A postage-paid reply envelope
is enclosed for your convenience. A shareholder who submits a proxy may revoke
it at any time before the vote is taken at the meeting.
By Order of the Board of Directors
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
July 16, 2002
Vista Exploration Corporation
11952 Farley
Shawnee Mission, Kansas 66213
(913) 814-8313
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held August 16, 2002
General
This proxy statement contains information about the 2002 annual meeting of
stockholders of Vista Exploration Corporation to be held at 11952 Farley,
Shawnee Mission, Kansas, on Friday, August 16, 2002, at 10:00 a.m. local time.
The Company's Board of Directors is using this proxy statement to solicit
proxies for use at the annual meeting. In this proxy statement "Vista" and "the
Company" both refer to Vista Exploration Corporation. This proxy statement and
the enclosed proxy card are being mailed to you on or about July 16, 2002.
Purpose of the Annual Meeting
At the Company's annual meeting, stockholders will vote to approve an
amendment to the articles of incorporation to increase the number of authorized
shares of common stock, to authorize the Company's board of directors to issue
shares of the Company's stock to raise capital in private placements or to
acquire assets, at prices and in block sizes to be determined by the board of
directors in its discretion, in anticipation of listing requirements, and on any
other business that properly comes before the meeting. As of the date of this
proxy statement, the Company is not aware of any business to come before the
meeting other than the items noted above.
Although it is common at an annual meeting to elect directors, there are no
director elections this year because Mr. Charles Ross, our Class A director, has
2 years remaining on his term and the Class B and Class C director positions
remain vacant. Until the company improves its financial position, it will
continue to be difficult to find quality candidates willing to assume the
responsibilities of serving as a director of the company.
Who Can Vote
Only stockholders of record at the close of business on the record date of
July 9, 2002, are entitled to receive notice of the annual meeting and to vote
the shares of Vista common stock they held on that date. As of July 9, 2002,
there were 6,090,000 shares of Vista common stock issued and outstanding.
Holders of Vista common stock are entitled to one vote per share and are not
allowed to cumulate votes. The enclosed proxy card shows the number of shares
that you are entitled to vote.
1
How to Vote
All Vista stockholders currently hold their shares in their own name (as a
"stockholder of record"). You may give instructions on how your shares are to be
voted by marking, signing, dating and returning the enclosed proxy card in the
accompanying postage-paid envelope.
A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If no instructions are given, proxies will be voted FOR the
amendment to the articles of incorporation to increase the authorized shares of
common stock, and the grant of authority to the Company's board of directors to
issue up to 3,000,000 shares to raise capital in private placements or to
acquire assets, at prices and in block sizes to be determined by the board of
directors in its discretion, in anticipation of listing requirements.
Revoking a Proxy
You may revoke a proxy before the vote is taken at the meeting by:
o submitting a new proxy with a later date,
o by voting at the meeting, or
o by filing a written revocation with Vista's president.
Your attendance at the annual meeting will not automatically revoke your proxy.
Quorum and Voting Requirements
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders of a majority of the outstanding shares of common
stock are present at the meeting in person or by proxy. Abstentions count as
present for establishing a quorum. Shares held by Vista in its treasury are not
entitled to vote and do not count toward a quorum. If a quorum is not present,
the meeting may be adjourned until a quorum is obtained.
If a quorum is present, the affirmative vote of a majority of shares
represented in person or by proxy will be required to (i) amend the articles of
incorporation, (ii) authorize the board to issue up to 3,000,000 shares to raise
capital in private placements or to acquire assets, at prices and in block sizes
to be determined by the board of directors in its discretion, and (iii) decide
any other matter which may properly be submitted to a vote at the meeting. Any
shares present but not voted, including abstentions, will not be considered when
counting votes cast for or against a proposal.
Payment of Proxy Solicitation Costs
The Company will pay all costs of soliciting proxies. The solicitation will
be made by mail. In addition to mailing proxy solicitation material, Vista's
management also may solicit proxies in person, by telephone, or by other
electronic means of communication.
The Company's Annual Report
A copy of Vista's Annual Report on Form 10-KSB for the year ended March 31,
2002 is enclosed with this proxy statement. Upon written request, the Company
will provide copies of the exhibits to this report for a charge limited to its
reasonable expenses in furnishing the exhibits. Requests for exhibits should be
directed to Vista Exploration Corporation, 11952 Farley, Shawnee Mission, Kansas
66213, Attention: Charles A. Ross, Sr. Part III of the Annual Report contains
the information regarding management normally found in a proxy statement when
there is an election of directors.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 9, 2002, the common stock
ownership of each person known by Vista to be the beneficial owner of 5% or more
of Vista's common stock, all directors, persons nominated to be directors, and
officers individually and all directors and officers of Vista as a group. Except
as noted, each person has sole voting and investment power with respect to the
shares shown. There are no contractual arrangements or pledges of Vista's
securities, known to Vista, which may at a subsequent date result in a change of
control of the Company. As of July 9, 2002 there were 6,090,000 shares of Vista
common stock issued and outstanding.
Name and Address of Common Stock Percent of Class
Beneficial Owner Beneficially Owned (1) Beneficially Owned
---------------- ---------------------- ------------------
Charles A. Ross, Sr., 1,400,000 (2) 21.24%
Director and President
11952 Farley
Shawnee Mission, KS 66213
All directors and executive 1,400,000 (2) 21.24%
officers as a group (1 person):
Jeffrey P. Frazier 1,000,000 16.42%
2956 Nova Road
Pine, CO 80470
Gary J. Grieco 1,250,000 20.53%
2856 La Casita Avenue
Las Vegas, NV 89120
Terrie L. Pham 1,000,000 16.42%
16511 E. 27 Terrace
Independence, MO 64055
The Hedge Fund, LLC 360,000 5.91%
Brad Berveri, Managing Member
15139 W. 119th
Overland Park, KS 66062
-------------------
(1) According to Rule 13d-3 under the Securities Exchange Act of 1934, a
beneficial owner of securities includes any person who directly or
indirectly has, or shares, voting power and/or investment power with
respect to such securities. Rule 13d-3 also includes as a beneficial owner
of a security any person who has the right to acquire beneficial ownership
of such security within 60 days through any means, including the exercise
of any option, warrant or conversion of a security. Any securities not
outstanding which are subject to such options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by such person.
Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person.
3
(2) Includes 500,000 shares of common stock issuable upon the exercise of
outstanding options.
PROPOSAL ONE: AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company began formulating its new plan of operation in March 2001.
Phase one, was has been completed, consisted of identifying the most promising
areas to drill for coalbed methane gas and acquiring mineral rights for as many
properties within the identified area as practicable. The Company acquired 115
separate leases covering approximately 15,388 acres. During the fiscal year
ended March 31, 2002, the Company spent approximately $203,839 implementing
phase one of the plan of operation, negotiating potential acquisitions,
preparing investment documents in connection with the Company's capital raising
efforts, and preparing and filing the registration statement that was declared
effective on April 23, 2002. These expenses were substantially funded by sales
of 4,860,000 shares of the Company's common stock for total proceeds of
$253,000. At March 31, 2002, the Company had cash of $5,012 and current
liabilities of $83,183.
From August 2002 to October 2002, the Company will need approximately
$154,000 to make one-year anniversary payments and retain its leases. The
Company also will need a minimum of $200,000 to begin drilling operations
($50,000 for drilling expenses and $150,000 for operating expenses and
outstanding accounts payable).
To meet these expenses, the Company could raise funds through one or more
equity or debt offerings, either private or public. Alternately, the Company
could acquire producing properties, which would allow it to generate revenues.
Because it is unlikely that the Company will have sufficient cash to acquiring
producing properties, it probably will need to pay for such properties by
issuing stock or debt to the property owners.
The Company's articles of incorporation currently authorize the Company to
issue up to 20,000,000 shares of common stock. There were 6,090,000 shares
outstanding as of July 9, 2002. In addition, the Company has reserved out of its
authorized but unissued shares 500,000 shares of common stock for possible
future issuances under outstanding options.
The Board of Directors has determined that it is in the best interest of
the Company to have flexibility to issue shares of common stock to raise cash
when other financing is not available or as economically attractive, or to
acquire oil and gas properties. Thus, on June 27, 2002, the Board of Directors
approved an amendment to the Company's articles of incorporation to increase the
number of authorized shares of common stock to 50,000,000 shares, subject to
approval by the stockholders. The full text of this proposal is set forth in
Exhibit A attached to this proxy statement.
While the Company has no present intention of issuing shares of common
stock (except pursuant to the exercise of any outstanding options), the Board of
Directors believes that having additional shares authorized for issuance under
the articles of incorporation will provide additional financial flexibility. Any
future issuances will remain subject to separate stockholder approval if
required under Colorado corporate law and/or any applicable listing standards.
4
Although future issuances of common stock will be dilutive to existing
stockholders with respect to their proportionate ownership of Vista, the Company
expects that any issuances for cash (subject to the terms of issuances made for
cash under outstanding options) and any issuances for property acquisitions
would be made under circumstances where the Company believes that it would be
accretive to per share value. There are no preemptive rights associated with the
authorized shares of common stock.
The Board of Directors recommends that the stockholders vote "FOR" approval
of the amendment to the articles of incorporation to increase the number of
authorized shares of common stock.
PROPOSAL TWO: AUTHORIZING THE BOARD OF DIRECTORS TO ISSUE UP TO
3,000,000 SHARES OF STOCK IN CERTAIN TRANSACTIONS AND AT CERTAIN PRICES
As described above, the Company will need significant additional financing
in the near future and the Board of Directors has determined that it is in the
best interest of the Company to have flexibility to issue shares of common stock
to raise cash when other financing is not available or as economically
attractive, or to acquire oil and gas properties. Currently, the Company's
common stock is not listed or quoted on any quotation medium and thus Vista is
not subject to any listing requirements. However, to increase liquidity for the
Company's stock, Vista has applied for a trading symbol and intends to apply for
listing of the Company's common stock on the Nasdaq SmallCap Market once Vista
meets all of the requirements for such listing. Alternatively, Vista may apply
for listing of the Company's stock on the proposed BBX (the new over-the-counter
bulletin board market) if it does not meet all of the requirements for listing
on the Nasdaq SmallCap Market.
Current Nasdaq rules (and the proposed BBX rules) require prior shareholder
approval when an issuer (or an issuer together with its officers, directors or
substantial shareholders) sells or issues shares of common stock (or securities
convertible into common stock) in a private transaction, at a price less than
the greater of book value or market value, in an amount equal to 20% or more of
the issuer's common stock or 20% or more of the voting power outstanding before
such sale or issuance. Current (and proposed) rules also require prior
shareholder approval when an issuer, in connection with the acquisition of the
stock or assets of another company, issues shares of its common stock (or
securities convertible into or exercisable for common stock) in an amount equal
to 20% or more of the issuer's outstanding common stock or 20% or more of the
voting power outstanding before such issuance.
The Board of Directors of the Company has determined that it is in the best
interest of the Company to now seek authorization from the shareholders to issue
up to 3,000,000 shares of common stock (or securities convertible into or
exercisable for common stock) in transactions covered by these Nasdaq rules (and
future BBX rules) so that the Company will not have to delay any potential sales
or issuances (while seeking shareholder approval) should they arise during or
after the Company's application for listing on Nasdaq or, alternatively, the BBX
when it becomes available. However, until such time as the Company's common
stock is listed on Nasdaq or another trading system, the Board of Directors may
issue shares without complying with any listing requirements, including the
Nasdaq rules with which the proposed authorization is intended to comply. If the
proposed authorization is granted, issuances of stock will be presented for
stockholder approval only if required under applicable law and/or any other
applicable listing standards. If the proposed authorization is not granted, then
if at the time that the Company meets all of the requirements for listing on
Nasdaq the Board of Directors believes that seeking shareholder approval would
unduly delay any financing or acquisition that the Company was then pursuing,
the Board of Directors would defer filing any listing application.
5
The Company's articles of incorporation authorize the Company to issue up
to 5,000,000 shares of preferred stock. The proposed authorization will not
permit the Board of Directors to increase the number of authorized shares of
preferred stock without further shareholder approval. The proposed authorization
will permit the Board of Directors to issue shares of preferred stock, under the
terms of the Company's articles of incorporation, which may be convertible into
shares of common stock representing 20% or more of the stock then outstanding.
Although future issuances of significant amounts of common stock will be
dilutive to existing stockholders with respect to their proportionate ownership
of the Company, Vista expects that any issuances for cash or for property
acquisitions would be made under circumstances where the Company believes that
it would enhance per share value. The Company's management will use its best
judgment to determine whether the shareholders would benefit more by the
issuance of shares in a private or public offering for cash or whether
exchanging the Company's shares for properties would be more expeditious and
economical under the circumstances. The Board of Directors recommends that the
stockholders vote "FOR" approval of this authorization.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Cordovano & Harvey, P.C. as the
independent public accountants to audit the financial statements of Vista for
its 2002-2003 fiscal year. Cordovano & Harvey, P.C. has served as Vista's
independent accountants since 1998 and is familiar with its business and
financial procedures. To the knowledge of management, neither Cordovano &
Harvey, P.C. nor any of its members has any direct or material indirect
financial interest in the Company nor any connection with the Company in any
capacity other than as independent public accountants. A representative of
Cordovano & Harvey, P.C. is not expected to be present at the annual meeting but
will have an opportunity to make a statement if he desires to do so and to
respond to appropriate questions.
Audit Fees
Cordovano & Harvey, P.C. billed the Company an aggregate of $5,887 for
professional services rendered in the audit of the Company's financial
statements for its fiscal year ended March 31, 2002, and rendered in the review
of the Company's financial statements for its three fiscal quarters ended June
30, 2001, September 30, 2001, and December 31, 2001.
Financial Information System Design and Implementation
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any financial information system design or implementation services
for the Company.
All Other Fees
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any services for the Company other than the review and audit of the
Company's financial statements.
6
FUTURE STOCKHOLDER PROPOSALS
The Company's bylaws provide that the annual meeting of the Company's
stockholders shall be held at 10:00 a.m. on the third Friday in the month of
July in each year. Any Vista stockholder proposal for the annual meeting of
stockholders in 2003 must be received by the Company before March 9, 2003, for
the proposal to be included in the Vista proxy statement and form of proxy for
that meeting. If notice of a proposal for which a stockholder will conduct his
or her own proxy solicitation is not received by the Company by May 25, 2003,
proxies solicited by the Board of Directors may use their discretionary voting
authority when the matter is raised at the meeting, without including any
discussion of the matter in the proxy statement.
OTHER MATTERS
Management does not know of any other matters to be brought before the
annual meeting of stockholders. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in the
enclosed proxy intend to use their discretionary voting authority under the
proxy to vote the proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ Charles A. Ross, Sr.
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
July 9, 2002
7
Exhibit A
Proposed Amendment to Articles of Incorporation
to
Increase the Number of Authorized Shares
SECOND ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
VISTA EXPLORATION CORPORATION
Vista Exploration Corporation, a Colorado corporation (the "Corporation"),
pursuant to the provisions of the Colorado Business Corporation Act, hereby
amends its Articles of Incorporation, as filed with the Secretary of State on
April 9, 1998, and amended on August 13, 2001 (the "Articles of Incorporation").
These Second Articles of Amendment were adopted by vote of the Corporation's
Board of Directors on June 28, 2002, and by vote of the Corporation's
shareholders on August __, 2002.
The Articles of Incorporation are hereby amended by striking in its
entirety Section (a) of Article FOURTH and by substituting in lieu thereof the
following:
"(a) The aggregate number of shares which the corporation shall have
authority to issue is 50,000,000 shares of common stock having no par
value per share. The shares of this class of common stock shall have
unlimited voting rights and shall constitute the sole voting group of
the corporation, except to the extent any additional voting group or
groups may hereafter be established in accordance with the Colorado
Business Corporation Act."
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to its Articles of Incorporation to be signed by its President this ___ day of
August, 2002.
VISTA EXPLORATION CORPORATION
---------------------------------
Charles A. Ross, Sr.
President
[Front]
PROXY VISTA EXPLORATION CORPORATION PROXY
11952 Farley
Shawnee Mission, Kansas 66213
This Proxy is Solicited on Behalf of the Board of Directors
For the Annual Meeting of Stockholders on August 16, 2002
The undersigned hereby appoints Charles A. Ross, Sr., with the power to
appoint his substitute, as proxy for the undersigned to vote all shares of Vista
Exploration Corporation common stock which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held on August 16, 2002, and at any
reconvened meeting after any adjournment thereof, as directed on the matter
referred to below and at their discretion on any other matters that may properly
be presented at the meeting.
1. Amendment of Articles of Incorporation to Increase Number of Authorized
Shares:
To approve an amendment to the Company's articles of incorporation to
increase the number of authorized shares of common stock from 20,000,000 to
50,000,000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Authorize the Board of Directors to Issue Up to 3,000,000 Shares in Certain
Transactions and at Certain Prices:
To grant authority to the Company's Board of Directors to issue up to
3,000,000 shares of the Company's stock in certain offerings, including private
placements and the issuance of stock in exchange for other assets, without
further shareholder approval.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[Back]
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder.
If this proxy is properly executed but no voting direction is given, this
proxy will be voted "For" the amendment to the articles of incorporation to
increase the number of authorize shares of common stock to 50,000,000 and to
authorize the Board of Directors to issue up to 3,000,000 shares of stock to
raise capital in private placements or to acquire assets, at prices and in block
sizes to be determined by the board of directors in its discretion.
This proxy also confers discretionary authority to the proxy to vote on any
other matters that may properly be presented at the meeting. As of the date of
the accompanying proxy statement, Vista Exploration Corporation management did
not know of any other matters to be presented at the meeting. If any other
matters are properly presented at the meeting, this proxy will be voted in
accordance with the recommendations of Vista's management.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the president
or other authorized officer. If a partnership or limited liability company,
please sign in such name by an authorized person.
Please complete, date and sign this proxy card and return it promptly in the
accompanying envelope.
Shareholder Name & Address:
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Shares Owned:
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Dated:
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Signature of Shareholder
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Signature if held jointly