Delaware | 64-0944345 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or Organization) | Identification Number) |
I.R.S. Employer | ||||
Jurisdiction of | Identification | |||
Exact Name of Additional Registrants | Incorporation/Organization | Number | ||
Callon Petroleum Operating Company
|
Delaware | 94-0744280 | ||
Mississippi Marketing, Inc.
|
Mississippi | 64-0798249 | ||
Callon Offshore Production, Inc.
|
Mississippi | 64-0779843 |
SEC registration fee |
$ | 15,720 | ||
Legal fees and expenses (including Blue Sky fees and expenses) |
30,000 | |||
Accounting fees and expenses |
25,000 | |||
Trustee fees and expenses |
25,000 | |||
Printing expenses |
10,000 | |||
Miscellaneous expenses |
10,000 | |||
Total |
$ | 115,720 | ||
II-1
Exhibit | ||
Number | Description | |
3.1
|
Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003, File No. 001-14039) | |
3.2
|
Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Companys Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) | |
3.3
|
Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003, File No. 001-14039) | |
3.4**
|
Certificate of Incorporation of Callon Petroleum Operating Company |
II-2
Exhibit | ||
Number | Description | |
3.5**
|
Bylaws of Callon Petroleum Operating Company | |
3.6**
|
Articles of Incorporation of Mississippi Marketing, Inc. | |
3.7**
|
Bylaws of Mississippi Marketing, Inc., as amended | |
3.9**
|
Articles of Incorporation of Callon Offshore Production, Inc. | |
3.10**
|
Bylaws of Callon Offshore Production, Inc. | |
4.1
|
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408). | |
4.2**
|
Form of Senior Debt Indenture | |
4.3**
|
Form of Subordinated Debt Indenture | |
5.1**
|
Opinion of Haynes and Boone, LLP | |
12.1**
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges. | |
23.1**
|
Consent of Haynes and Boone, LLP (included on Exhibit 5.1). | |
23.2+
|
Consent of Ernst & Young LLP. | |
23.3**
|
Consent of Huddleston & Co., Inc. | |
24**
|
Power of Attorney (included on the signature page of this Registration Statement). |
* | We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock or warrants, (iii) any additional required opinions of counsel with respect to the legality of the securities offered hereby, (iv) any required opinion of counsel of Callon Petroleum Company as to certain tax matters relative to the securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee. | |
** | Previously filed | |
+ | Filed herewith. |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | to reflect in the prospectus any acts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the |
II-3
maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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. | ||
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
(ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a |
II-4
purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | ||
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. |
II-5
II-6
Callon Petroleum Company |
||||
By: | /s/ Fred L. Callon | |||
Fred L. Callon | ||||
Chief Executive Officer | ||||
Callon Petroleum Operating Company |
||||
By: | /s/ Fred L. Callon | |||
Fred L. Callon | ||||
Chief Executive Officer | ||||
Mississippi Marketing, Inc. |
||||
By: | /s/ Fred L. Callon | |||
Fred L. Callon | ||||
Chief Executive Officer | ||||
Callon Offshore Production, Inc. |
||||
By: | /s/ Fred L. Callon | |||
Fred L. Callon | ||||
Chief Executive Officer |
NAME | TITLE | |
/s/ Fred L. Callon
|
Chief Executive Officer and
Director (principal executive officer) |
|
/s/ B.F. Weatherly
|
Executive Vice President, Chief
Financial Officer and Director (principal financial officer) |
|
/s/ Rodger W. Smith
|
Vice President and Treasurer (principal accounting officer) |
|
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director |
*By: | /s/ Fred L. Callon, | |||
as Attorney-in-Fact | ||||
NAME | TITLE | |
/s/ Fred L. Callon
|
Chief Executive Officer (principal executive officer) |
|
/s/ B.F. Weatherly
|
Executive Vice President and Chief Financial
Officer (principal financial officer) |
Exhibit | ||
Number | Description | |
3.1
|
Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003, File No. 001-14039) | |
3.2
|
Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Companys Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) | |
3.3
|
Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003, File No. 001-14039) | |
3.4**
|
Certificate of Incorporation of Callon Petroleum Operating Company | |
3.5**
|
Bylaws of Callon Petroleum Operating Company | |
3.6**
|
Articles of Incorporation of Mississippi Marketing, Inc. | |
3.7**
|
Bylaws of Mississippi Marketing, Inc., as amended | |
3.9**
|
Articles of Incorporation of Callon Offshore Production, Inc. | |
3.10**
|
Bylaws of Callon Offshore Production, Inc. | |
4.1
|
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408). | |
4.2**
|
Form of Senior Debt Indenture | |
4.3**
|
Form of Subordinated Debt Indenture | |
5.1**
|
Opinion of Haynes and Boone, LLP | |
12.1**
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges. | |
23.1**
|
Consent of Haynes and Boone, LLP (included on Exhibit 5.1). | |
23.2+
|
Consent of Ernst & Young LLP. | |
23.3**
|
Consent of Huddleston & Co., Inc. | |
24**
|
Power of Attorney (included on the signature page of this Registration Statement). |
* | We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock or warrants, (iii) any additional required opinions of counsel with respect to the legality of the securities offered hereby, (iv) any required opinion of counsel of Callon Petroleum Company as to certain tax matters relative to the securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee. | |
** | Previously filed. | |
+ | Filed herewith. |