SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOUSTON AMERICAN ENERGY CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0675953
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
801 Travis, Suite 2020
Houston, Texas 77002
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(Address of Principal Executive Offices)(Zip Code)
2005 STOCK OPTION PLAN
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(Full Title of the Plan)
John F. Terwilliger Copy to:
Houston American Energy Corp.
801 Travis Michael W. Sanders, Esq.
Suite 2020 20333 S.H. 249, Suite 600
Houston, Texas 77002 Houston, Texas
(713) 222-6966 (832) 446-2599
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(Name, Address and Telephone Number
of Agent For Service)
Approximate date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (1) Share (2) Price Registration Fee
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Common Stock,
.001 par value 500,000 $ 2.00 $ 1,000,000 $ 117.70
(1) Plus such additional number of shares as may hereafter become issuable
pursuant to the Houston American Energy Corp. 2005 Stock Option Plan
(the "Plan") in the event of a stock dividend, split-up of shares,
recapitalization or other similar transaction without receipt of
consideration which results in an increase in the number of shares
outstanding.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The
offering price per share and aggregate offering price are based upon
the closing price of the Company's Common Stock, as reported on the
OTC Bulletin Board for August 15, 2005, for shares reserved for future
issuance pursuant to the Plan (pursuant to Rule 457(c) under the
Securities Act).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the employee and non-employee participants of the Plans
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 filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
The documents incorporated by reference in Item 3 of Part II hereof are
available without charge, upon written or oral request by the employee and
non-employee participants of the Plans. Such documents are incorporated by
reference in the Section 10(a) prospectus. Other documents required to be
delivered to the employee and non-employee participants of the Plans pursuant to
Rule 428(b) of the Securities Act are also available without charge, upon
written or oral request. Any such requests should be directed to the
Registrant's President, John F. Terwilliger, 801 Travis, Suite 2020, Houston
Texas, 77002 or call (713) 222-6966.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Houston American Energy Corp. (the
"Registrant") with the Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004.
(b) All other reports, if any, filed by the Registrant pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year ended December 31, 2004.
(c) The description of our securities included in the Form S-4
Registration Statement (SEC File No. 333-66638) filed on December 14,
2001.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. A corporation may indemnify such person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys fees) that he actually and reasonably
incurred in connection therewith. The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, the company's Certificate of
Incorporation (the "Certificate") provides that the company shall indemnify each
person who is or was a director, officer, employee or agent of the company
(including the heirs, executors, administrators or estate of such person) or is
or was serving at the request of the company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted. The indemnification provided by the
Certificate shall not be deemed exclusive of any other rights to which any of
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholder or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Expenses (including attorneys' fees) incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the indemnified person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the company. The Certificate provides that a director of
the company shall not be personally liable to the company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the company or
its stockholders, (ii) for acts or
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omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
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5.1 Opinion and Consent of Michael W. Sanders, Esq., with respect to
the legality of the securities being registered.
10.1 2005 Stock Option Plan. (1)
23.1 Consent of Thomas Leger & Co. L.L.P.
23.2 Consent of Michael W. Sanders, Esq. (included in Exhibit 5.1).
____________
(1) Incorporated by reference to the exhibits filed with the registrant's
Current Report on Form 8-K, dated August 12, 2005 and filed with the SEC on
August 16, 2005.
ITEM 9. UNDERTAKINGS
(a) 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 to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the 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
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
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(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 items described in Item 6 of Part II
of this registration statement, 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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
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, thereunto duly
authorized, in the City of Houston, State of Texas, on this 16th day of August
2005.
HOUSTON AMERICAN ENERGY CORP.
By: /s/ John F. Terwilliger
John F. Terwilliger, 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/ John F. Terwilliger President, Chief Executive August 16, 2005
John F. Terwilliger Officer and Director
(Principal Executive Officer and
Principal Financial Officer)
/s/ O. Lee Tawes III Director August 16, 2005
O. Lee Tawes III
/s/ Edwin C. Broun III Director August 16, 2005
Edwin C. Broun III
_________________________ Director August __, 2005
Stephen Hartzell
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion and Consent of Michael W. Sanders, Esq., with respect to
the legality of the securities being registered.
10.1 2005 Stock Option Plan. (1)
23.1 Consent of Thomas Leger & Co. L.L.P.
23.2 Consent of Michael W. Sanders, Esq. (included in Exhibit 5.1).
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(1) Incorporated by reference to the exhibits filed with the registrant's
Current Report on Form 8-K, dated August 12, 2005 and filed with the SEC on
August 16, 2005.
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