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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALLON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 64-0844345
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 NORTH CANAL ST.
NATCHEZ, MS 39120
(601) 442-1601
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN S. WEATHERLY
200 NORTH CANAL ST.
NATCHEZ, MS 39120
(601) 442-1601
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
GEORGE G. YOUNG III
HAYNES AND BOONE, LLP
1000 LOUISIANA ST., SUITE 4300
HOUSTON, TEXAS 77002
TELEPHONE: (713) 547-2081
TELECOPY: (713) 547-2600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-87945
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED(1) PRICE(2)(3) FEE
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Debt Securities......................................
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Preferred Stock, par value $0.01 per share...........
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Common Stock, par value $0.01 per share(4)...........
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Securities Warrants..................................
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Securities Purchase Contracts........................
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Total...................................... $9,660,000 $2,415
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(1) Subject to footnote (2), there is also being registered an indeterminate
principal amount of Debt Securities, an indeterminate number of shares of
Preferred Stock and Common Stock, an indeterminate number of Securities
Warrants and an indeterminate number of Securities Purchase Contracts as may
be issuable, offered or sold upon conversion, redemption, exchange or
exercise of the Debt Securities, Preferred Stock, Securities Warrants or
Securities Purchase Contracts registered hereunder. Pursuant to Rule 416,
the Registration Statement also covers such indeterminate additional shares
of Common Stock as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $9,660,000 or the equivalent thereof in
foreign currencies, foreign currency units or composite currencies. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(3) The registrant has previously registered securities with a maximum initial
offering price of $125,000,000 pursuant to a Registration Statement on Form
S-3 (File No. 333-87945) (the "SHELF REGISTRATION"). As of the date of this
registration statement, the total initial offering price of securities
issued pursuant to the Shelf Registration was $76,700,000.
(4) Includes preferred stock purchase rights pursuant to the Rights Agreement,
dated as of March 30, 2000, between the registrant and American Stock
Transfer Company, as rights agent.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933 by Callon
Petroleum Company ("CALLON"). This registration statement incorporates by
reference the contents of the Registration Statement on Form S-3 (File No.
333-87945), including exhibits and each of the documents incorporated by
reference therein, which relates to the offering of up to $125,000,000 of
Callon's securities utilizing a shelf registration process and was filed with
the Securities and Exchange Commission on September 28, 1999 and declared
effective on October 6, 1999.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(5) Opinion Regarding Legality
5.1 -- Opinion of Haynes and Boone, LLP
(23) Consents of Experts and Counsel
23.1 -- Consent of Haynes and Boone, LLP (included in Exhibit
5.1)
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Huddleston & Co., Inc.
(24) Power of Attorney
24.1 -- Powers of Attorney (included on the signature page of
this Registration Statement)
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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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Natchez, state of Mississippi, on May 10, 2001.
CALLON PETROLEUM COMPANY
By: /s/ JOHN S. WEATHERLY
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John S. Weatherly, Senior Vice
President and Chief Financial
Officer
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POWER OF ATTORNEY
Each of the undersigned hereby appoints Fred L. Callon and John S.
Weatherly, and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 9, 2001.
SIGNATURE CAPACITIES
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/s/ FRED L. CALLON Director, Chief Executive Officer and
----------------------------------------------------- President (Principal Executive Officer)
Fred L. Callon
/s/ JOHN S. WEATHERLY Senior Vice President and Chief Financial
----------------------------------------------------- Officer (Principal Accounting and Financial
John S. Weatherly Officer)
/s/ DENNIS W. CHRISTIAN Director, Senior Vice President and Chief
----------------------------------------------------- Operating Officer
Dennis W. Christian
/s/ JOHN S. CALLON Director; Chairman of the Board
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John S. Callon
/s/ LEIF DONS Director
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Leif Dons
/s/ ROBERT A. STANGER Director
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Robert A. Stanger
/s/ JOHN C. WALLACE Director
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John C. Wallace
/s/ B.F. WEATHERLY Director
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B.F. Weatherly
/s/ RICHARD O. WILSON Director
-----------------------------------------------------
Richard O. Wilson
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EXHIBIT UNDEX
EXHIBIT
NUMBER DESCRIPTION
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(5) Opinion Regarding Legality
5.1 -- Opinion of Haynes and Boone, LLP
(23) Consents of Experts and Counsel
23.1 -- Consent of Haynes and Boone, LLP (included in Exhibit
5.1)
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Huddleston & Co., Inc.
(24) Power of Attorney
24.1 -- Powers of Attorney (included on the signature page of
this Registration Statement)