-----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, OYJ4jIhPLHB3PtvfFd34OoutIOsm2WsCQvFYCQLBlKJB6AS4RTHpUF+LryKQa/w8 N6Wk3LGhWK4lBxGNzXtCxg== 0000950129-02-005255.txt : 20021126 0000950129-02-005255.hdr.sgml : 20021126 20021029163341 ACCESSION NUMBER: 0000950129-02-005255 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021029 DATE AS OF CHANGE: 20021126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROQUEST ENERGY INC CENTRAL INDEX KEY: 0000872248 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980115468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63920 FILM NUMBER: 02801601 BUSINESS ADDRESS: STREET 1: 400 E KALISTE SALOOM RD SUITE 6000 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3372327028 MAIL ADDRESS: STREET 1: 600 595 HOWE ST CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C 2T5 FORMER COMPANY: FORMER CONFORMED NAME: OPTIMA PETROLEUM CORP DATE OF NAME CHANGE: 19950726 POS AM 1 h00601amposam.txt PETROQUEST ENERGY, INC.- P.E. AMEND.NO.1 333-63920 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 2002 REGISTRATION NO. 333-63920 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- PETROQUEST ENERGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 98-0115468 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
400 E. KALISTE SALOOM ROAD, SUITE 6000 LAFAYETTE, LOUISIANA 70508 (337) 232-7028 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CHARLES T. GOODSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER PETROQUEST ENERGY, INC. 400 E. KALISTE SALOOM ROAD, SUITE 6000 LAFAYETTE, LOUISIANA 70508 (337) 232-7028 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: DANIEL G. FOURNERAT ROBERT G. REEDY SENIOR VICE PRESIDENT AND GENERAL COUNSEL PORTER & HEDGES, L.L.P. PETROQUEST ENERGY, INC. 700 LOUISIANA, 35TH FLOOR 400 E. KALISTE SALOOM ROAD, SUITE 6000 HOUSTON, TEXAS 77002 LAFAYETTE, LOUISIANA 70508 TELEPHONE: (713) 226-0674 TELEPHONE: (337) 232-7028 TELECOPY: (713) 226-0274 TELECOPY: (337) 232-0044
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date hereof. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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. [X] 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. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Form S-3 is being filed solely to add exhibits to Registration Statement No. 333-63920 in accordance with Rule 462(d) under the Securities Act of 1933, as amended. ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ---------------------- 1.1(1) -- Form of Underwriting Agreement 2.1 -- Plan and Agreement of Merger by and among Optima Petroleum Corporation, Optima Energy (U.S.) Corporation, its wholly-owned subsidiary, and Goodson Exploration Company, NAB Financial L.L.C., Dexco Energy, Inc., American Explorer, L.L.C. (incorporated herein by reference to Appendix G of the Proxy Statement on Schedule 14A filed July 22, 1998). 4.1 -- Form of Warrant to Purchase Shares of Common Stock of PetroQuest Energy, Inc. (incorporated herein by reference to Exhibit 4.1 to Form 8-K dated August 9, 1999). 4.2 -- Form of Placement Agent Warrant to Purchase Shares of Common Stock of PetroQuest Energy, Inc. (incorporated herein by reference to Exhibit 4.2 to Form 8-K dated August 9, 1999). 4.3(2) -- Form of Indenture relating to the Senior Debt Securities 4.4(2) -- Form of Indenture relating to the Subordinated Debt Securities 4.5 -- Rights Agreement dated as of November 7, 2001 between PetroQuest Energy, Inc. and American Stock Transfer & Trust Company, as Rights Agent, including exhibits thereto (incorporated herein by reference to Exhibit 1 to Form 8-A filed November 9, 2001). 4.6 -- Form of Rights Certificate (incorporated herein by reference to Exhibit C of the Rights Agreement attached as Exhibit 1 to Form 8-A filed November 9, 2001). 5.1(2) -- Opinion of Porter & Hedges, L.L.P. with respect to legality of the securities, including consent. 12.1(2) -- Statement showing computation of ratios of earnings to fixed charges 23.1(2) -- Consent of Arthur Andersen LLP 23.2(2) -- Consent of Ryder Scott Company, L.P. 23.3(2) -- Consent of Porter & Hedges L.L.P. (included in Exhibit 5.1). 23.4(3) -- Consent of Ryder Scott Company, L.P. 24.1(2) -- Power of Attorney (contained in signature page) 25.1(1) -- Statement of Eligibility of Trustee on Form T-1
- --------------- (1) PetroQuest will file as an exhibit to a current report on Form 8-K (i) any underwriting agreement relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, depositary shares or warrants, (iii) any additional required opinion of counsel to PetroQuest as to the legality of the securities offered hereby, (iv) any required opinion of counsel to PetroQuest as to certain tax matters relative to securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee. (2) Previously filed. (3) Filed herewith. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana on October 29, 2002. PETROQUEST ENERGY, INC. By: * ---------------------------------- Charles T. Goodson Chairman, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE --------- ------------------------ ---- * Chairman, Chief Executive October 29, 2002 - ----------------------------------------------------- Officer and Director Charles T. Goodson (Principal Executive Officer) * President, Chief Operating October 29, 2002 - ----------------------------------------------------- Officer and Director Alfred J. Thomas, II * Executive Vice President and October 29, 2002 - ----------------------------------------------------- Director Ralph J. Daigle * Senior Vice President, Chief October 29, 2002 - ----------------------------------------------------- Financial Officer, Treasurer Michael O. Aldridge and Director (Principal Financial and Accounting Officer) /s/ DANIEL G. FOURNERAT Senior Vice President, General October 29, 2002 - ----------------------------------------------------- Counsel, Secretary and Daniel G. Fournerat Director * Director October 29, 2002 - ----------------------------------------------------- William W. Rucks, IV * Director October 29, 2002 - ----------------------------------------------------- E. Wayne Nordberg * Director October 29, 2002 - ----------------------------------------------------- Jay B. Langner * By: /s/ DANIEL G. FOURNERAT October 29, 2002 ----------------------------------------------- Daniel G. Fournerat, Attorney-in-Fact
II-2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ---------------------- 1.1(1) -- Form of Underwriting Agreement 2.1 -- Plan and Agreement of Merger by and among Optima Petroleum Corporation, Optima Energy (U.S.) Corporation, its wholly-owned subsidiary, and Goodson Exploration Company, NAB Financial L.L.C., Dexco Energy, Inc., American Explorer, L.L.C. (incorporated herein by reference to Appendix G of the Proxy Statement on Schedule 14A filed July 22, 1998). 4.1 -- Form of Warrant to Purchase Shares of Common Stock of PetroQuest Energy, Inc. (incorporated herein by reference to Exhibit 4.1 to Form 8-K dated August 9, 1999). 4.2 -- Form of Placement Agent Warrant to Purchase Shares of Common Stock of PetroQuest Energy, Inc. (incorporated herein by reference to Exhibit 4.2 to Form 8-K dated August 9, 1999). 4.3(2) -- Form of Indenture relating to the Senior Debt Securities 4.4(2) -- Form of Indenture relating to the Subordinated Debt Securities 4.5 -- Rights Agreement dated as of November 7, 2001 between PetroQuest Energy, Inc. and American Stock Transfer & Trust Company, as Rights Agent, including exhibits thereto (incorporated herein by reference to Exhibit 1 to Form 8-A filed November 9, 2001). 4.6 -- Form of Rights Certificate (incorporated herein by reference to Exhibit C of the Rights Agreement attached as Exhibit 1 to Form 8-A filed November 9, 2001). 5.1(2) -- Opinion of Porter & Hedges, L.L.P. with respect to legality of the securities, including consent. 12.1(2) -- Statement showing computation of ratios of earnings to fixed charges 23.1(2) -- Consent of Arthur Andersen LLP 23.2(2) -- Consent of Ryder Scott Company, L.P. 23.3(2) -- Consent of Porter & Hedges L.L.P. (included in Exhibit 5.1). 23.4(3) -- Consent of Ryder Scott Company, L.P. 24.1(2) -- Power of Attorney (contained in signature page) 25.1(1) -- Statement of Eligibility of Trustee on Form T-1
- --------------- (1) PetroQuest will file as an exhibit to a current report on Form 8-K (i) any underwriting agreement relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, depositary shares or warrants, (iii) any additional required opinion of counsel to PetroQuest as to the legality of the securities offered hereby, (iv) any required opinion of counsel to PetroQuest as to certain tax matters relative to securities offered hereby or (v) any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee. (2) Previously filed. (3) Filed herewith. EX-23.4 3 h00601amexv23w4.txt CONSENT OF RYDER SCOTT COMPANY, L.P. EXHIBIT 23.4 CONSENT OF RYDER SCOTT COMPANY, L.P. We hereby consent to references to our firm in this Registration Statement No. 333-63920 on Form S-3, as amended (the "Registration Statement"), of PetroQuest Energy, Inc. (the "Company"), under the headings "Risk Factors," "Summary Operating and Reserve Data" and "Experts," and in the Form 10-K for the year ended December 31, 2001, of the Company, under the headings "Risk Factors" and "Oil and Gas Reserves." We further consent to the incorporation by reference into the Registration Statement of information relating to certain estimated quantities of the Company's proved reserves of oil and gas, future net income and discounted future net income contained in our reports as of December 31, 1999, 2000 and 2001 set forth in the Company's Form 10-K for the year ended December 31, 2001, and our report as of June 30, 2001. The referenced reserve reports were dated February 28, 2000, February 16, 2001, July 13, 2001 and March 18, 2002. /s/ RYDER SCOTT COMPANY, L.P. ------------------------------ RYDER SCOTT COMPANY, L.P. Houston, Texas October 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----