UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
April 23, 2003
Abraxas Petroleum Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State of other jurisdiction of incorporation)
0-19118 74-2584033
(Commission File Number) (I.R.S. Employer Identification Number)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(Address of principal executive offices)
Registrant's telephone number,
including area code:
210-490-4788
Item 5.OTHER EVENTS
See attached Press Release
The following exhibits are filed as part of this report:
NUMBER DOCUMENT
99.1 Press release dated April 22, 2003
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABRAXAS PETROLEUM CORPORATION
By: ___________________________________
Chris Williford
Executive Vice President, Chief Financial
Officer and Treasurer
Dated: April 23, 2003
Exhibit 99.1
NEWS RELEASE
ABRAXAS ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENTS
SAN ANTONIO, TX (April 22, 2003) - Abraxas Petroleum Corporation (AMEX:ABP)
today announced that the SEC has declared two Abraxas registration statements
effective. The registration statements were filed with the SEC with respect to
the shares of common stock and notes that were issued in a private exchange
offer in connection with Abraxas' financial restructuring in January of 2003.
These registration statements were filed in accordance with a registration
rights agreement that Abraxas entered into in connection with the financial
restructuring.
The first registration statement declared effective is a Registration Statement
on Form S-1 filed with the SEC on February 7, 2003, as amended by Amendment No.
1 to Form S-1 filed with the SEC on April 17, 2003 (together, the "Shelf
Registration Statement"). The effectiveness of the Shelf Registration Statement
will allow holders of the shares of common stock (which are listed on the
American Stock Exchange) and the 11 1/2% Secured Notes due 2007, Series A,
issued on January 23, 2003, to be freely traded, provided that the seller of any
such securities must deliver a final prospectus to the buyer. Final prospectuses
may be obtained by selling security holders from Abraxas by calling or e-mailing
Abraxas at the contact set forth below. Abraxas may supplement or amend the
Shelf Registration Statement and the final prospectus from time to time.
The second registration statement declared effective is a Registration Statement
on Form S-4 filed with the SEC on February 7, 2003, as amended by Amendment No.
1 to Form S-4 filed with the SEC on April 17, 2003 (together, the "Exchange
Offer Registration Statement"). The effectiveness of the Exchange Offer
Registration Statement will allow Abraxas to commence an offer to exchange new
registered 11 1/2% Secured Notes due 2007, Series B, for all of the currently
outstanding 11 1/2% Secured Notes due 2007, Series A. The exchange offer will
commence on April 23, 2003 and will expire on May 23, 2003, subject to extension
by Abraxas. Upon completion of the exchange offer, a holder of Series B notes
will be permitted to freely transfer the notes without being required to deliver
a prospectus, unless such holder is an affiliate of Abraxas or is a
broker-dealer under the circumstances described in the exchange offer materials.
Exchange offer materials will be provided to the registered holders of the
Series A notes by U.S. Bank, N.A., the exchange agent for the exchange offer.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE ANY SECURITIES OF ABRAXAS. ANY SUCH OFFER OR SOLICITATION WILL
BE SUBJECT TO CERTAIN CUSTOMARY CONDITIONS AND WILL BE MADE ONLY BY FINAL
PROSPECTUS AND/OR EXCHANGE OFFER MATERIALS, AS APPLICABLE, WHICH HAVE BEEN FILED
WITH THE SEC.
Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas
exploitation and production company. The Company operates in Texas, Wyoming and
western Canada.
Safe Harbor for forward-looking statement: Statements in this release looking
forward in time involve known and unknown risks and uncertainties, which may
cause the Company's actual results in future periods to be materially different
from any future performance suggested in this release. Such factors may include,
but may not be necessarily limited to, changes in the prices received by the
Company for crude oil and natural gas. In addition, the Company's future crude
oil and natural gas production is highly dependent upon the Company's level of
success in acquiring or finding additional reserves. Further, the Company
operates in an industry sector where the value of securities is highly volatile
and may be influenced by economic and other factors beyond the Company's
control. In the context of forward-looking information provided for in this
release, reference is made to the discussion of risk factors detailed in the
Company's filing with the Securities and Exchange Commission during the past 12
months.
FOR MORE INFORMATION CONTACT:
Chris Williford, EVP/CFO
Telephone 210.490.4788
cwilliford@abraxaspetroleum.com
www.abraxaspetroleum.com