As filed with the Securities and Exchange
Commission on July 25, 2005 Registration No. 333-103027
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Abraxas Petroleum Corporation
Grey Wolf Exploration Inc.
Sandia Oil & Gas Corporation
Sandia Operating Corp.
Wamsutter Holdings, Inc.
Western Associated Energy Corporation
Eastside Coal Company, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 1331 74-2584033
Alberta 1331 N/A
Texas 1331 74-2368968
Texas 1331 74-2468708
Wyoming 1331 74-2897013
Texas 1331 74-1937878
Colorado 1331 74-2275407
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232, (210) 490-4788
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
Robert L. G. Watson
President and Chief Executive Officer
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Cox Smith Matthews Incorporated
112 East Pecan, Suite 1800
San Antonio, Texas 78205
Attn: Steven R. Jacobs
Jeffrey C. Gifford
(210) 554-5500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
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,
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. [ ]
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
DEREGISTRATION OF SECURITIES
In accordance with the registrant's undertaking set forth in the
registration statement, effective as of the date and time that this
post-effective amendment no. 4 is declared effective, the registrant hereby
deregisters such securities that were registered on the registration statement
but were not sold under the registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
ABRAXAS PETROLEUM CORPORATION
By:
--------------------------------------------
Robert L. G. Watson, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
* Chairman of the Board, July 25, 2005
-------------------------------- President, Chief Executive
Robert L. G. Watson Officer(Principal Executive
Officer), and Director of
Abraxas Petroleum Corporation
* Executive Vice President, July 25, 2005
-------------------------------- Chief Financial Officer,
Chris E. Williford Treasurer (Principal Financial
and Accounting Officer)of
Abraxas Petroleum Corporation
* Director of Abraxas July 25, 2005
-------------------------------- Petroleum Corporation
Craig S. Bartlett, Jr.
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Franklin A. Burke
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Harold D. Carter
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Ralph F. Cox
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Barry J. Galt
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Dennis E. Logue
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
James C. Phelps
* Director of Abraxas July 25, 2005
-------------------------------- Corporation
Joseph A. Wagda
*By:
--------------------------
Chris E. Williford
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
SANDIA OIL & GAS CORPORATION
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
President(Principal Executive July 25, 2005
-------------------------------- Officer) and Director of
Robert L. G. Watson Sandia Oil & Gas Corporation
Vice President (Principal July 25, 2005
-------------------------------- Financial and Accounting
Chris E. Williford Officer)and Director of
Sandia Oil & Gas Corporation
Vice President and Director of July 25, 2005
-------------------------------- Sandia Oil & Gas Corporation
Robert W. Carrington, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
SANDIA OPERATING CORP.
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
President(Principal Executive July 25, 2005
-------------------------------- Officer) and Director
Robert L. G. Watson of Sandia Operating Corp.
Vice President (Principal July 25, 2005
-------------------------------- Financial and Accounting
Chris E. Williford Officer) and Director of
Sandia Operating Corp.
Vice President and Director July 25, 2005
-------------------------------- of Sandia Operating Corp.
Robert W. Carrington, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
WAMSUTTER HOLDINGS, INC.
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
President(Principal July 25, 2005
-------------------------------- Executive Officer)
Robert L. G. Watson and Director of
Wamsutter Holdings, Inc.
Vice President(Principal July 25, 2005
-------------------------------- Financial and Accounting
Chris E. Williford Officer) and Director of
Wamsutter Holdings, Inc.
Vice President and July 25, 2005
-------------------------------- Director of Wamsutter
Robert W. Carrington, Jr. Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
WESTERN ASSOCIATED ENERGY CORPORATION
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
President (Principal July 25, 2005
-------------------------------- Executive Officer) and
Robert L. G. Watson Director of Western
Associated Energy Corporation
Vice President(Principal July 25, 2005
-------------------------------- Accounting Officer) and
Chris E. Williford Director of Western Associated
Energy Corporation
Vice President and Director July 25, 2005
-------------------------------- of Western Associated Energy
Robert W. Carrington, Jr. Corporation
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
EASTSIDE COAL COMPANY, INC.
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
President(Principal July 25, 2005
-------------------------------- Executive Officer)
Robert L. G. Watson and Director of Eastside
Coal Company, Inc.
Vice President(Principal July 25, 2005
-------------------------------- Accounting Officer) and
Chris E. Williford Director of Eastside Coal
Company, Inc.
Vice President and Director July 25, 2005
-------------------------------- of Eastside Coal Company, Inc.
Robert W. Carrington, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on July 25, 2005.
GREY WOLF EXPLORATION INC.
By:
--------------------------------------------
Robert L. G. Watson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
--------- -------------- ----
Chairman, Chief Executive July 25, 2005
-------------------------------- Officer (Principal Executive
Robert L. G. Watson Officer) and Director of Grey
Wolf Exploration Inc.
President, Chief Operating July 25, 2005
-------------------------------- Officer and Director of
Vincent J. Tkachyk Grey Wolf Exploration Inc.
Chief Financial Officer July 25, 2005
-------------------------------- (Principal Financial and
Francis T. W. Cheung Accounting Officer) of
Grey Wolf Exploration Inc.
Director of Grey Wolf July 25, 2005
-------------------------------- Exploration Inc.
John B. Maher
Director of Grey Wolf July 25, 2005
-------------------------------- Exploration Inc.
James C. Smith
Director of Grey Wolf July 25, 2005
-------------------------------- Exploration Inc.
Mark R. Smith
Director of Grey Wolf July 25, 2005
-------------------------------- Exploration Inc.
Murray B. Todd