As filed with the Securities and Exchange Commission on June 15, 2016.
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Callon Petroleum Company
(Exact Name of Registrant as Specified in Its Charter)
State of Delaware | 64-0844345 | |
(State or Other Jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification Number) | |
200 North Canal Street Natchez, Mississippi |
39120 | |
(Address of Principal Executive Offices) | (Zip Code) |
Callon Petroleum Company 2011 Omnibus Incentive Plan
(Full Title of the Plan)
Fred L. Callon
President and Chief Executive Officer
200 North Canal Street
Natchez, Mississippi 39120
(Name and address of Agent for Service)
(601) 442-1601
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William B. Nelson
Haynes and Boone, LLP
1221 McKinney St., Suite 2100
Houston, Texas 77010
(713) 547-2084
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 definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act. Check one:
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Offering Price (2) |
Amount of Registration Fee(2) | ||||
Common Stock, par value $0.01 per share |
2,000,000 | $11.99 | $23,980,000 | $2,414.79 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall be deemed to cover an indeterminate number of additional shares of common stock, 0.01 par value (the Common Stock), of Callon Petroleum Company (the Registrant) that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to anti-dilution and adjustment provisions of the Callon Petroleum Company 2011 Omnibus Incentive Plan, as amended (the 2011 Plan). |
(2) | Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on June 10, 2016, a date within five business days prior to filing. |
EXPLANATORY STATEMENT
Callon Petroleum Company, a Delaware corporation (the Registrant), is filing this Registration Statement on Form S-8 (Registration Statement) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 2,000,000 shares of its Common Stock that may be issued under the 2011 Plan.
Except as otherwise modified below, the contents of the Registration Statement on Form S-8 (File No. 333-176061) relating to the 2011 Plan, which was filed with the Securities and Exchange Commission (the Commission) on August 4, 2011, are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* | The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2011 Plan as specified by Rule 428(b)(1) of the Securities. Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8 and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated herein by reference:
(a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on March 3, 2016. |
(b) | Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the Commission on May 4, 2016. |
(c) | Current Reports on Form 8-K (other than those portions furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K) filed with the Commission on January 15, March 1, March 4, March 8, April 19, April 21, May 13, May 31 and June 1, 2016. |
(d) | The description of our common stock contained in the Registration Statement on Form 8-B filed with the Commission on October 3, 1994, including any future amendment or report for the purpose of updating such description. |
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered under the 2011 Plan have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Pursuant to General Instruction B of Form 8-K, any information submitted under Item 2.02, Results of Operations and Financial Condition, or Item 7.01, Regulation FD Disclosure, of Form 8-K is not deemed to be filed for the purpose of Section 18 of the Exchange Act, and the Registrant is not subject to the liabilities of Section 18 with respect to information submitted under Item 2.02 or Item 7.01 of Form 8-K. The Registrant is not incorporating by reference any information submitted under Item 2.02 or Item 7.01 of Form 8-K into any filing under the Securities Act or the Exchange Act or into this Registration Statement, unless otherwise indicated on such Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.
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Item 8. Exhibits.
See Exhibit Index, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Natchez, State of Mississippi, on June 15, 2016.
By: | /s/ Fred L. Callon | |
Fred L. Callon, | ||
President and Chief Executive Officer |
Each of the undersigned constitutes and appoints Fred L. Callon, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement (including post-effective amendments) and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Fred L. Callon Fred L. Callon |
Chairman, President and Chief Executive Officer (Principal Executive Officer) | June 15, 2016 | ||
/s/ Joseph C. Gatto, Jr. Joseph C. Gatto, Jr. |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | June 15, 2016 | ||
/s/ Mitzi P. Conn Mitzi P. Conn |
Corporate Controller (Principal Accounting Officer) |
June 15, 2016 | ||
/s/ L. Richard Flury L. Richard Flury |
Director | June 15, 2016 | ||
/s/ Larry D. McVay Larry D. McVay |
Director | June 15, 2016 | ||
/s/ John C. Wallace John C. Wallace |
Director | June 15, 2016 | ||
/s/ Anthony J. Nocchiero Anthony J. Nocchiero |
Director | June 15, 2016 |
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/s/ Michael L. Finch Michael L. Finch |
Director | June 15, 2016 | ||
Matthew Regis Bob |
Director | |||
/s/ James M. Trimble James M. Trimble |
Director | June 15, 2016 |
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EXHIBIT INDEX
Exhibit Number |
Description | |
4.1 | Callon Petroleum Company 2011 Omnibus Incentive Plan (incorporated by reference from Exhibit A of the Registrants Proxy Statement on Schedule 14A, filed with the Commission on March 21, 2011). | |
4.2 | First Amendment to the Callon Petroleum Company 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrants Report on Form 10-Q, filed with the Commission on November 5, 2015). | |
5.1 | Opinion of Haynes and Boone, LLP, counsel to the Registrant (filed herewith). | |
23.1 | Consent of Ernst & Young LLP (filed herewith). | |
23.2 | Consent of Haynes and Boone, LLP (included in Exhibit 5.1). | |
23.3 | Consent of DeGolyer and MacNaughton, Inc. (filed herewith). | |
23.4 | Consent of Huddleston & Co., Inc. (filed herewith). | |
24.1 | Powers of Attorney (included on signature page to this Registration Statement). |
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Exhibit 5.1
Opinion of Haynes and Boone, LLP
June 13, 2016
Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120
Re: | Registration Statement on Form S-8 of 2,000,000 Shares of Common Stock of Callon Petroleum Company |
Ladies and Gentlemen:
We have acted as counsel to Callon Petroleum Company, a Delaware corporation (the Company), in connection with the filing with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act) of a registration statement on Form S-8 (the Registration Statement) by the Company relating to the registration of 2,000,000 shares (the Shares) of the Companys common stock, $0.01 par value per share (the Common Stock), issuable pursuant to the Companys 2011 Omnibus Incentive Plan, as amended (the Plan).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
For purposes of the opinions we express below, we have examined originals, or copies certified or otherwise identified, of (i) the Certificate of Incorporation, as amended (the Certificate of Incorporation) and Bylaws of the Company (the Bylaws), each as amended as of the date hereof, (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Shares and related matters, (iii) the Registration Statement and all exhibits thereto, (iv) the Plan, (v) the specimen Common Stock certificate, (vi) a certificate executed by an officer of the Company, dated as of the date hereof, and (vii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.
As to questions of fact material to the opinions expressed below, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.
In making the foregoing examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iv) that all agreements or instruments we have examined are the valid, binding and enforceable obligations of the parties thereto, and (v) that all factual information on which we have relied was accurate and complete.
We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the Delaware General Corporation Law, as currently in effect (the DGCL).
We have also assumed that, at the time of the issuance of the Shares, (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and will remain effective, (ii) no stop order of the Commission preventing or suspending the use of the prospectus described in the Registration Statement will have been issued, (iii) the prospectus described in the Registration Statement and any required prospectus supplement will have been delivered to the recipient of the Shares as required in accordance with applicable law, (iv) the resolutions of the Board of Directors of the Company referred to above will not have been modified or rescinded, (v) the Company will receive consideration for the issuance of the Shares required by the Plan and that is at least equal to the par value of the Common Stock, (vi) all requirements of the DGCL, the Certificate of Incorporation and the Bylaws will be complied with when the Shares are issued, (vii) sufficient shares of Common Stock will be authorized for issuance under the Certificate of Incorporation of the Company that have not otherwise been issued or reserved for issuance and (viii) neither the issuance nor sale of the Shares will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.
Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon the issuance of the Shares in accordance with the terms of the Plan and the instruments executed pursuant to such Plan, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading Legal Matters in the prospectus constituting a part of the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Haynes and Boone, LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Callon Petroleum Company 2011 Omnibus Incentive Plan of our reports dated March 2, 2016, with respect to the consolidated financial statements of Callon Petroleum Company, and the effectiveness of internal control over financial reporting of Callon Petroleum Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New Orleans, Louisiana
June 15, 2016
Exhibit 23.3
Consent of DeGolyer and MacNaughton, Inc.
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
June 13, 2016
Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120
Ladies and Gentlemen:
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Callon Petroleum Company, to be filed on or about June 13, 2016, of all references to the name of DeGolyer and MacNaughton and to the use of our reports effective December 31, 2015, and December 31, 2014, in Callon Petroleum Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed with the United States Securities and Exchange Commission on March 3, 2016.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
Exhibit 23.4
Huddleston & Co., Inc.
Petroleum and Geological Engineers
1221 McKinney, Suite 3700
Houston, Texas 77010
PHONE (713) 209-1100 ¿ FAX (713) 752-0828
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Callon Petroleum Company, to be filed on or about June 13, 2016 (the Registration Statement), of all references to the name of Huddleston & Co., Inc. and to the use of our report effective December 31, 2013 in Callon Petroleum Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on March 3, 2016.
HUDDLESTON & CO., INC. |
Texas Registered Engineering Firm F-1024 |
/s/ Peter D. Huddleston |
Peter D. Huddleston, P.E. |
President |
Houston, Texas
June 13, 2016
TEXAS REGISTERED ENGINEERING FIRM F-1024