-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PdhpEt8w8LEd+w8/pd1nsV2mudMCaQlvfAcKRo2C1gERmvDgp6FNXg07/j9mnfGg zjmXfj8Bg3vagzLSgbiPIQ== 0000950134-96-005473.txt : 19961018 0000950134-96-005473.hdr.sgml : 19961018 ACCESSION NUMBER: 0000950134-96-005473 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 4 333-10985 FILED AS OF DATE: 19961017 EFFECTIVENESS DATE: 19961017 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLON RESOURCES CORP CENTRAL INDEX KEY: 0000837759 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841095959 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-14283 FILM NUMBER: 96644524 BUSINESS ADDRESS: STREET 1: 999 18TH ST STE 1700 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032932333 MAIL ADDRESS: STREET 1: 999 18TH STREET STREET 2: STE 1700 CITY: DENVER STATE: CO ZIP: 80202 S-2MEF 1 RULE 462(B) FOR FORM S-2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996 FILE NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- MALLON RESOURCES CORPORATION (Exact name of registrant as specified in its charter) COLORADO 84-1095959 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) GEORGE O. MALLON, JR. MALLON RESOURCES CORPORATION 999 18TH STREET, STE. 1700 999 18TH STREET, STE. 1700 DENVER, COLORADO 80202 DENVER, COLORADO 80202 (303) 293-2333 (303) 293-2333 (Address, including zip code, and telephone (Address, including zip code, and telephone number including area code, of registrant's number including area code, of agent for service) principal executive offices)
Copies to: THOMAS A. RICHARDSON, ESQ. ROY K. ROSS, ESQ. DEREK R. MCCLAIN, ESQ. HOLME ROBERTS & OWEN LLP MALLON RESOURCES CORPORATION ALAN P. BADEN, ESQ. 1700 LINCOLN, STE. 4100 999 18TH STREET, STE. 1700 VINSON & ELKINS L.L.P. DENVER, COLORADO 80203 DENVER, COLORADO 80202 2001 ROSS AVENUE, STE. 3700 (303) 861-7000 (303) 293-2333 DALLAS, TEXAS 75201 (214) 220-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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 check the following box. / / If the Registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of the Form, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier registration statement for the same offering. /X/ No. 333-10985 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
- -------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE REGISTRATION REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE - -------------------------------------------------------------------------------------------------------- Common Stock.......................... 30,000(3) $6.50 $195,000 $59(2) - ----------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee. (2) Calculated pursuant to Rule 457. (3) Amount represents an increase in the offering size from 2,000,000 shares to 2,030,000 shares pursuant to Rule 462(b). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-2 (File No. 333-10985) filed by Mallon Resources Corporation (the "Company") with the Securities and Exchange Commission on August 28, 1996, as amended by Amendment No. 1 thereto filed on September 19, 1996, which was declared effective on October 16, 1996, are incorporated herein by reference. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits
EXHIBIT NUMBER DOCUMENT DESCRIPTION - -------------------- -------------------------------------------------------------------- *1.1 Form of Underwriting Agreement between the Company and the Underwriters........................................................ (1) *3.01 Amended and Restated Articles of Incorporation of the Company....... (2) *3.02 Bylaws of the Company............................................... (2) *3.03 Statement of Designations -- Series A Preferred Stock............... (3) *3.04 Statement of Designations -- Series B Preferred Stock............... (6) +5.1 Opinion of Holme Roberts & Owen LLP as to the legality of issuance of the Company's Common Stock....................................... MATERIAL CONTRACTS *10.58 Bank One -- Loan Agreement dated March 20, 1996..................... (7) *10.63 Bank One -- Amendment One........................................... (8) *10.64 Bank One -- Amendment Two........................................... (8) *10.65 Repurchase and Sale Agreement on Series A Preferred Stock........... (1) EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS *10.1.3 Equity Participation Plan, amended November 2, 1990................. (4) *10.1.4 Stock Compensation Plan for Outside Directors....................... (5) CONSENTS +23.1 Consent of Price Waterhouse LLP..................................... +23.2 Consent of Holme Roberts & Owen LLP (See Exhibit 5.1) +23.3 Consent of GeoQuest Reservoir Technologies, Inc..................... *24. Powers of Attorney.................................................. (1)
- --------------- + Filed herewith. * The exhibit numbers are the exhibit numbers assigned in the previous filings with the Securities and Exchange Commission, which are identified in the notes below. 1. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-2 (SEC File No. 333-10985) filed on September 19, 1996. 2. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-4 (SEC File No. 33-23076) filed on August 15, 1988. 3. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on January 8, 1990. 4. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 10-K for fiscal year ended December 31, 1990. 5. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-8 (SEC File No. 33-39635) filed on March 28, 1991. 6. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on August 24, 1995. 7. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on March 20, 1996. 8. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on August 15, 1996. II-1 4 (b) Financial Statement Schedules None All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable and therefore have been omitted or the information required by the applicable schedule is included in the notes to the financial statements. II-2 5 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN DENVER, COLORADO, ON THIS 16TH DAY OF OCTOBER 1996. MALLON RESOURCES CORPORATION By: /s/ ROY K. ROSS ------------------------------------ Roy K. Ross Executive Vice 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 DATES INDICATED.
SIGNATURES TITLE DATE - --------------------------------------------- ---------------------------- ------------------ * Chairman of the Board, October 16, 1996 - --------------------------------------------- Director and President George O. Mallon, Jr. (Principal Executive Officer) /s/ ROY K. ROSS Executive Vice President and October 16, 1996 - --------------------------------------------- Director Roy K. Ross * Executive Vice President and October 16, 1996 - --------------------------------------------- Director Kevin M. Fitzgerald * Director October 16, 1996 - --------------------------------------------- James A. McGowen * Treasurer (Principal October 16, 1996 - --------------------------------------------- Financial Officer) Alfonso R. Lopez * Controller (Principal October 16, 1996 - --------------------------------------------- Accounting Officer) Carolena F. Chapman * Director October 16, 1996 - --------------------------------------------- Frank Douglass * Director October 16, 1996 - --------------------------------------------- Roger R. Mitchell * Director October 16, 1996 - --------------------------------------------- Francis J. Reinhardt, Jr. */s/ ROY K. ROSS October 16, 1996 - --------------------------------------------- Roy K. Ross, as Attorney-in-Fact
II-3 6 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION - -------------------- -------------------------------------------------------------------- *1.1 Form of Underwriting Agreement between the Company and the Underwriters........................................................ (1) *3.01 Amended and Restated Articles of Incorporation of the Company....... (2) *3.02 Bylaws of the Company............................................... (2) *3.03 Statement of Designations -- Series A Preferred Stock............... (3) *3.04 Statement of Designations -- Series B Preferred Stock............... (6) +5.1 Opinion of Holme Roberts & Owen LLP as to the legality of issuance of the Company's Common Stock....................................... MATERIAL CONTRACTS *10.58 Bank One -- Loan Agreement dated March 20, 1996..................... (7) *10.63 Bank One -- Amendment One........................................... (8) *10.64 Bank One -- Amendment Two........................................... (8) *10.65 Repurchase and Sale Agreement on Series A Preferred Stock........... (1) EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS *10.1.3 Equity Participation Plan, amended November 2, 1990................. (4) *10.1.4 Stock Compensation Plan for Outside Directors....................... (5) CONSENTS +23.1 Consent of Price Waterhouse LLP..................................... +23.2 Consent of Holme Roberts & Owen LLP (See Exhibit 5.1) +23.3 Consent of GeoQuest Reservoir Technologies, Inc..................... *24. Powers of Attorney.................................................. (1)
- --------------- + Filed herewith. * The exhibit numbers are the exhibit numbers assigned in the previous filings with the Securities and Exchange Commission, which are identified in the notes below. 1. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-2 (SEC File No. 333-10985) filed on September 19, 1996. 2. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-4 (SEC File No. 33-23076) filed on August 15, 1988. 3. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on January 8, 1990. 4. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 10-K for fiscal year ended December 31, 1990. 5. Incorporated by reference from Mallon Resources Corporation Exhibits to Registration Statement on Form S-8 (SEC File No. 33-39635) filed on March 28, 1991. 6. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on August 24, 1995. 7. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on March 20, 1996. 8. Incorporated by reference from Mallon Resources Corporation (Commission File No. 0-17267) Form 8-K filed on August 15, 1996. EX-5.1 2 OPINION OF HOLME ROBERTS & OWEN LLP 1 EXHIBIT 5.1 October 16, 1996 Mallon Resources Corporation 999 18th Street, Suite 1700 Denver, CO 80202 Re: Form S-2 Registration Statement Gentlemen: This firm has acted as counsel to Mallon Resources Corporation (the "Company") in connection with the preparation and filing of its registration statement on Form S-2 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the sale of an aggregate of 30,000 shares of the Company's common stock, $.01 par value (the "Common Stock"). We have examined the Company's Restated Articles of Incorporation and Bylaws and the record of its corporate proceedings with respect to the Registration Statement and have made such other investigations as we have deemed necessary in order to express the following opinion. Based upon the foregoing, we are of the opinion that the Common Stock, when sold and delivered as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable. 2 We hereby consent to all references to this firm in the Registration Statement and all amendments to the Registration Statement. We further consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, HOLME ROBERTS & OWEN LLP By /s/ NICK NIMMO ----------------------------------- Nick Nimmo Partner EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-2 of our report dated April 12, 1996, except as to the reverse stock split described in Note 1 which is as of September 9, 1996, relating to the financial statements of Mallon Resources Corporation, which appears in such Prospectus. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP October 16, 1996 EX-23.3 4 CONSENT OF GEOQUEST 1 EXHIBIT 23.3 [GEOQUEST LETTERHEAD] CONSENT We hereby consent to all references to this Company in the Registration Statement on Form S-2 covering the sale of Mallon Resources Corporation common stock and all amendments to the Registration Statement. GEOQUEST RESERVOIR TECHNOLOGIES, INC. By /s/ Daniel D. Domeracki -------------------------------- September 17, 1996 Name: Daniel D. Domeracki -------------------------- Title: Vice President, Operations ------------------------- The Americas Technologies -----END PRIVACY-ENHANCED MESSAGE-----