<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
PATINA OIL & GAS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1311 75-2629477
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
KEITH M. CROUCH
1625 BROADWAY 1625 BROADWAY
DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 389-3600 (303) 389-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE, AND
NUMBER, INCLUDING AREA CODE, OF TELEPHONE NUMBER, INCLUDING AREA
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) CODE OF AGENT FOR SERVICE)
</TABLE>
------------------
COPIES TO:
<TABLE>
<S> <C> <C>
JOHN E. RILEY PETER E. LORENZEN MARTIN J. COLLINS
SIMPSON THACHER & BARTLETT SNYDER OIL CORPORATION MAYER, BROWN & PLATT
425 LEXINGTON AVENUE 777 MAIN STREET 1675 BROADWAY
NEW YORK, NEW YORK 10017 FORT WORTH, TEXAS 76102 NEW YORK, NEW YORK 10019
(212) 455-2520 (817) 338-4043 (212) 506-2500
</TABLE>
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable following the effectiveness of 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. [ ]
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. [ ]
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 earlier effective
registration statement for the same offering. [X] File No. 333-32671
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
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $.01 per
share).......................... 1,725,000 $9.875 $17,034,375 $5,162
======================================================================================================
</TABLE>
================================================================================
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-32671
Patina Oil & Gas Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-32671) declared effective on
October 14, 1997 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein and including
each of the documents filed as Exhibits to such Registration Statement.
2
<PAGE> 3
EXHIBITS
<TABLE>
<C> <S>
5.1 Opinion of Simpson Thacher & Bartlett
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Coopers & Lybrand LLP
24.3 Consent of Simpson Thacher & Bartlett (included in exhibit 5.1)
24.4 Consent of Netherland, Sewell & Associates, Inc.
24.5 Consent of A.G. Edwards & Sons, Inc.
24.6 Consent of William E. Macaulay
24.7 Consent of Arnold L. Chavkin
25.1 Powers of Attorney (included on the signature pages to this Registration Statement)
</TABLE>
3
<PAGE> 4
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 15TH DAY OF
OCTOBER, 1997.
PATINA OIL & GAS CORPORATION
(Registrant)
By: /s/ BRIAN J. CREE
------------------------------------
Brian J. Cree
Executive Vice President and
Chief Operating Officer
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. EACH OF THE UNDERSIGNED HEREBY
CONSTITUTES AND APPOINTS THOMAS J. EDELMAN, BRIAN J. CREE AND DAVID J. KORNDER,
OR ANY OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT TO EXECUTE IN HIS NAME AND
ON HIS BEHALF ANY AMENDMENTS TO THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------------------------------------- ---------------------------------- -----------------
<C> <S> <C>
/s/ THOMAS J. EDELMAN Chairman of the Board, President, October 15, 1997
- ---------------------------------------- Chief Executive Officer and
Thomas J. Edelman Director
/s/ BRIAN J. CREE Executive Vice President, Chief October 15, 1997
- ---------------------------------------- Operating Officer and Director
Brian J. Cree
/s/ DAVID J. KORNDER Vice President and Chief Financial October 15, 1997
- ---------------------------------------- Officer
David J. Kornder
/s/ ROBERT J. CLARK Director October 15, 1997
- ----------------------------------------
Robert J. Clark
/s/ JAY W. DECKER Director October 15, 1997
- ----------------------------------------
Jay W. Decker
/s/ WILLIAM J. JOHNSON Director October 15, 1997
- ----------------------------------------
William J. Johnson
/s/ ALEXANDER P. LYNCH Director October 15, 1997
- ----------------------------------------
Alexander P. Lynch
/s/ JOHN C. SNYDER Director October 15, 1997
- ----------------------------------------
John C. Snyder
</TABLE>
4
<PAGE> 5
EXHIBITS INDEX
<TABLE>
<C> <S>
5.1 Opinion of Simpson Thacher & Bartlett
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Coopers & Lybrand LLP
24.3 Consent of Simpson Thacher & Bartlett (included in exhibit 5.1)
24.4 Consent of Netherland, Sewell & Associates, Inc.
24.5 Consent of A.G. Edwards & Sons, Inc.
24.6 Consent of William E. Macaulay
24.7 Consent of Arnold L. Chavkin
25.1 Powers of Attorney (included on the signature pages to this Registration Statement)
</TABLE>
<PAGE> 1
Exhibit 5.1
[Letterhead of Simpson, Thacher & Bartlett]
October 15, 1997
Patina Oil & Gas Corporation
1625 Broadway
Denver, Colorado 80202
Dear Sirs:
We have acted as special counsel to Patina Oil & Gas Corporation, a
Delaware corporation (the "Company"), in connection with the proposed sale of up
to 1,725,000 shares of Common Stock, par value $0.01 per share (the "Shares"),
of the Company, all of such shares to be sold by a single stockholder of the
Company, as described in the Registration Statement on Form S-3 (the
"Abbreviated Registration Statement") filed by the Company today with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Shares are to be purchased by certain underwriters and offered for sale to
the public together with the shares registered pursuant to Registration
Statement No. 333-32671, which was declared effective on October 14, 1997 (the
"Initial Registration Statement"), pursuant to the terms of an underwriting
agreement, the form of which has been filed as an exhibit to the Initial
Registration Statement and is incorporated by reference as an Exhibit to the
Abbreviated Registration Statement.
<PAGE> 2
Patina Oil & Gas Corporation -2- October 15, 1997
We have examined, and have relied upon as to matters of fact, such
documents, corporate records and other instruments as we have deemed necessary
for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized by the Company and have been validly issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Initial Registration Statement incorporated by
reference into the Abbreviated Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE> 1
Exhibit 24.1
[Letterhead of Arthur Andersen LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made part of this Registration
Statement and previously filed Form S-4/A#2 (File No. #333-572).
/s/ Arthur Andersen LLP
Dallas, Texas
October 15, 1997
<PAGE> 1
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated March 30, 1994 on our audit of the consolidated
financial statements for the year ended December 31, 1993 of Gerrity Oil & Gas
Corporation, appearing in the amended registration statement on Form S-4 of
Patina Oil & Gas Corporation (Registration No. 333-12007) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933. We
also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
October 15, 1997
<PAGE> 1
Exhibit 24.4
[NETHERLAND SEWELL & ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We consent to the use in the Registration Statement on Form S-3 of
Patina Oil & Gas Corporation of our name, and the statements with respect to us,
as appearing under the headings "Business" and "Experts" in the Prospectus.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
-----------------------
Frederic D. Sewell
President
Dallas, Texas
October 15, 1997
<PAGE> 1
Exhibit 24.5
CONSENT OF A.G. EDWARDS & SONS, INC.
We consent to the reference to A.G. Edwards & Sons, Inc. and to A.G. Edwards &
Sons, Inc. fairness opinion dated September 19, 1997 in the Registration
Statement of Patina Oil & Gas Corporation.
By: /s/Douglas E. Reynolds
Name: Douglas E. Reynolds
Title: Vice President - Investment Banking
St. Louis, Missouri
Date: October 15, 1997
<PAGE> 1
Exhibit 24.6
CONSENT OF WILLIAM E. MACAULAY
In connection with the Registration Statement of Patina Oil & Gas
Corporation ("Patina"), I consent to being named therein as about to become a
director of Patina, and to the statements therein with respect to me.
/s/ William E. Macaulay
-----------------------
William E. Macaulay
Greenwich, Connecticut
October 15, 1997
<PAGE> 1
Exhibit 24.7
CONSENT OF ARNOLD L. CHAVKIN
In connection with the Registration Statement of Patina Oil & Gas
Corporation ("Patina"), I consent to being named therein as about to become a
director of Patina, and to the statements therein with respect to me.
/s/ Arnold L. Chavkin
---------------------
Arnold L. Chavkin
New York, New York
October 15, 1997
