0001104659-16-114291.txt : 20160426 0001104659-16-114291.hdr.sgml : 20160426 20160426172328 ACCESSION NUMBER: 0001104659-16-114291 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160426 DATE AS OF CHANGE: 20160426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM HUNTER RESOURCES CORP CENTRAL INDEX KEY: 0001335190 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 860879278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-194932 FILM NUMBER: 161592817 BUSINESS ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 832-369-6986 MAIL ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: PETRO RESOURCES CORP DATE OF NAME CHANGE: 20050803 POS AM 1 a16-9518_4posam.htm POS AM

 

As filed with the Securities and Exchange Commission on April 26, 2016

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
ON FORM S-3 NO. 333-196618

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
ON FORM S-3 NO. 333-194932

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 NO. 333-177486

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 NO. 333-168161

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 NO. 333-166756

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Magnum Hunter Resources Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32997

 

86-0879278

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(832) 369-6986

(Address of registrant’s principal executive offices)

 

(Name, address, including zip code and telephone
number, including area code, of agent for service)

 

Copy of communications to:

 

 

 

Paul M. Johnston
909 Lake Carolyn Parkway, Suite 600
Irving, Texas 75039
(832) 369-6986

 

Matthew R. Pacey, P.C.
Kirkland & Ellis LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
Tel: (713) 835-3600
Fax: (713) 835-3601

 

Approximate date of commencement of proposed sale to the public:

Not applicable.  Removal from registration of securities that were not sold pursuant to 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.    o

 

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:   o

 

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 statement number of the earlier effective registration statement for the same offering.    o

 

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.    o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

o

 

Accelerated filer

 

x

 

 

 

 

 

 

 

Non-accelerated filer

 

o  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

o

 

 

 


 

DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments relate to the following Registration Statements on Form S-1 on Form S-3 and on Form S-3 (collectively, the “Registration Statements”), originally filed by Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission:

 

·                  Registration No. 333-196618, filed on Form S-1 on June 9, 2014 (as amended and converted to Form S-3 on August 12, 2014), pertaining to the registration of 21,428,580 shares of common stock of the Company (“Shares”), issued or issuable from time to time, and 2,142,858 shares of common stock that are issuable upon exercise of warrants;

 

·                  Registration No. 333-194932, filed on Form S-1 on March 31, 2014 (as amended on July 21, 2015 and converted to Form S-3 on August 26, 2014), pertaining to the registration of 4,300,000 Shares, issued or issuable from time to time;

 

·                  Registration No. 333-177486, filed on Form S-3 on October 24, 2011, pertaining to the registration of 13,253,445 Shares that were issuable upon exercise of certain warrants;

 

·                  Registration No. 333-168161, filed on Form S-3 on July 16, 2010, pertaining to the registration of 616,812 Shares that were issuable upon exercise of certain warrants; and

 

·                  Registration No. 333-166756, filed on Form S-3 on May 12, 2010 (as amended on May 18, 2010), pertaining to the registration of 5,499,032 Shares that were issuable upon exercise of certain warrants.

 

On December 15, 2015, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 (the “Filing”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which cases are being jointly administered under the caption In re Magnum Hunter Resources Corporation, et al., Case No. 15-12533 (the “Chapter 11 Cases”).

 

As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has duly caused these post-effective amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 26, 2016.

 

 

MAGNUM HUNTER RESOURCES
CORPORATION

 

 

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name: Gary C. Evans

 

 

Title: Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, these post-effective amendments to the Registration Statements have been signed by the following persons in the capacities indicated on April 26, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chairman of the Board and Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/ Joseph C. Daches

 

Senior Vice President and Chief Financial Officer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

*

 

Director

Victor Carrillo

 

 

 

 

 

*

 

Director

Stephen C. Hurley

 

 

 

 

 

*

 

Director

Joe L. McClaugherty

 

 

 

 

 

*

 

Director

Jeff Swanson

 

 

 

 

 

*By:

 /s/ Gary C. Evans

 

 

 

Gary C. Evans

 

 

 

Attorney in fact for the persons indicated

 

 

 

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