<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COSTILLA ENERGY, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1311 75-2658940
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
MICHAEL J. GRELLA, PRESIDENT
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
Richard T. McMillan R. Joel Swanson
Cotton, Bledsoe, Tighe & Dawson, Baker & Botts, L.L.P.
a Professional Corporation 910 Louisiana
500 West Illinois Houston, Texas 77002
Suite 300
Midland, Texas 79701
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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 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, 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>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
Common Stock, $0.10 par value.......$920,000 $12.50 $11,500,000 3,906
</TABLE>
(1) Includes an aggregate of 720,000 shares subject to an Underwriters'
over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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- --------------------------------------------------------------------------------
<PAGE>
This Registration Statement incorporates by reference the contents of
Registration Statement No. 333-08913 and is solely for the purpose of
registering additional shares.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee.............................................. $3,966
Miscellaneous..................................................... 1,034
------
TOTAL....................................................... 5,000
------
------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation to indemnify certain persons, including officers and directors and
former officers and directors, and to purchase insurance with respect to
liability arising out of their capacity or status as officers and directors.
Such law provides further that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which officers and directors may
be entitled under the corporation's bylaws, any agreement or otherwise. Article
IX of the Company's Certificate of Incorporation, included in Exhibit 3.1
hereto, and Article VI of the Company's Bylaws, included in Exhibit 3.2 hereto,
provide, in general, that the Company shall indemnify its directors and officers
under the circumstances defined in Section 145 of the General Corporation Law of
the State of Delaware and gives authority to the Company to purchase insurance
with respect to such indemnification. The Company may in the future seek to
obtain insurance providing for indemnification of officers and directors of the
Company and certain other persons against liabilities and expenses incurred by
any of them in certain stated proceedings and under certain stated conditions.
In addition, Section 102(b)(7) of the General Corporation Law of the State
of Delaware permits a corporation to limit the liability of its directors
subject to certain exceptions. In accordance with Section 102(b)(7), Article VI
of the Company's Certificate of Incorporation, included in Exhibit 3.1 hereto,
provides, in general, that no director of the Company shall be personally liable
for (i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the General Corporation Law of the State of Delaware or (iv) any
transaction from which the director derived an improper personal benefit.
The Underwriting Agreement provides for indemnification by the Underwriters
of the Registrant, its directors and officers, and by the Registrant of the
Underwriters, for certain liabilities, including liabilities arising under the
Securities Act of 1933 (the "Securities Act").
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Prior to the consummation of the Offerings, the Company issued an aggregate
of 300 shares of Common Stock to Messrs. Liedtke, Grella and Musselman in its
initial capitalization, which shares were cancelled in connection with the
Corporate Reorganization, and an aggregate of 6,000,000 shares of Common Stock
to the four members of the LLC in the merger of the LLC with and into the
Company. Such shares were not registered under the Securities Act in reliance
upon the exemption from registration provided by Section 4(2) thereof.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ---------- --------------------------------------------------------------------------------------
<C> <S>
5.1 Letter Regarding Change of Accountants
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Elms, Faris & Co., P.C.
24.1 Power of Attorney
24.2 Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing
signature pursuant to Power of Attorney
</TABLE>
(b) Financial Statement Schedules.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such directors, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the Prospectus filed as part of this Registration Statement in reliance
upon Rule 430A under the Securities Act and contained in a form of Prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registrant Statement as of the
time it was declared effective and (ii) each post-effective amendment that
contains a form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to provide to the Underwriters,
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE>
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, thereunder duly authorized in the City of Houston, State of Texas,
on October 8, 1996.
COSTILLA ENERGY, INC.
(Registrant)
By: *
-----------------------------------
Michael J. Grella
PRESIDENT AND CHIEF OPERATING
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
* Chairman of the Board,
- ----------------------------------- Chief Executive Officer October 8, 1996
Cadell S. Liedtke and Director
* President, Chief
- ----------------------------------- Operating Officer and October 8, 1996
Michael J. Grella Director
*
- ----------------------------------- Executive Vice President October 8, 1996
Henry G. Musselman and Director
/s/ BOBBY W. PAGE Senior Vice Present,
- ----------------------------------- Treasurer and Chief October 8, 1996
Bobby W. Page Financial Officer
*
- ----------------------------------- Director October 8, 1996
Jerry J. Langdon
*
- ----------------------------------- Director October 8, 1996
W.D. Kennedy
*By: /s/ BOBBY W. PAGE
- -----------------------------------
Bobby W. Page
ATTORNEY-IN-FACT
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ---------- ---------------------------------------------------------------------------------------- ---------------
<C> <S> <C>
5.1 Letter Regarding Change of Accountants
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Elms, Faris & Co., P.C.
24.1 Power of Attorney
24.2 Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing
signature pursuant to Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 5.1
COTTON, BLEDSOE, TIGHE & DAWSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
SUITE 300
500 WEST ILLINOIS
MIDLAND, TEXAS 79701-4337
P.O. BOX 2776 ZIP 79702-2776
TELEPHONE (915) 684-5782
FAX (915) 682-3672
----------
October 8, 1996
Costilla Energy, Inc.
400 West Illinois, Suite 1000
Midland, Texas 79701
Re: Registration Statement on Form S-1
(Registration No. 333-08913)
Gentlemen:
We have acted as counsel for Costilla Energy, Inc., a Delaware
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 4,800,000 shares (the
"Firm Shares") of the common stock, par value $0.10 per share (the "Common
Stock"), of the Company be sold to the several Underwriters to be named in
Schedule 1 (collectively, the "Underwriters") attached to the Underwriting
Agreement (the "Underwriting Agreement") to be entered into by and between
the Underwriters, for whom Prudential Securities Incorporated and Rauscher
Pierce Refsnes, Inc. are acting as representatives, the Company, and Costilla
Energy, L.L.C. The Company has also granted to the Underwriters an option to
purchase up to an additional 720,000 shares of Common Stock (the "Option
Shares") on the terms and for the purposes set forth in Section 3 of the
Underwriting Agreement. The Firm Shares and the Option Shares are referred
to collectively herein as the "Shares." A Registration Statement on Form S-1
(Registration No. 333-08913) covering the sale of the Shares was filed under
the Act with the Securities and Exchange Commission (the "Commission") on
July 26, 1996, as amended by Amendment No. 1 filed with the Commission on
August 30, 1996, as further amended by Amendment No. 2 filed with the
Commission on September 24, 1996, by Amendment No. 3 filed with the
Commission on October 2, 1996, and by Post-Effective Amendment No. 1 to be
filed October 3, 1996 (the "Registration Statement").
In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We
have also examined and relied upon originals, or copies certified to our
satisfaction, of (i) the Certificate of Incorporation and Bylaws of the
Company, (ii) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the Shares and related matters, (iii) the
form of Underwriting Agreement, and (iv) such other agreements and
instruments relating to the Company as we have deemed necessary or
appropriate for the purposes of the opinions hereinafter expressed. In
rendering such opinions, we have relied, to the extent we deemed reasonable,
on certificates and certain other information provided to us by officers of
the Company and public officials as to matters of fact of which the maker of
such certificates or the person providing such information had knowledge,
without investigation into or verification of such information. Furthermore,
in rendering such opinions we have assumed that the signatures on all
documents examined by us are genuine, that all documents and corporate record
books submitted to us as originals are authentic, accurate and complete, and
that all documents submitted to use as copies are true, correct and complete
copies of the originals thereof. We have also assumed that the Underwriting
Agreement will be executed in substantially the same form as presented to us.
<PAGE>
Costilla Energy, Inc.
October 8, 1996
Page 2
Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects
to the laws of the State of Texas, of the United States of America and the
General Corporation Law of the State of Delaware, we are of the opinion that
the Shares of the Company registered pursuant to the Registration Statement
have been duly and validly authorized by the Company and, when paid for,
issued or sold and delivered in accordance with the terms of the Underwriting
Agreement and the Registration Statement, such Shares will be legally issued,
fully paid and nonassessable. Please note in this regard that we are not
licensed to practice law in the State of Delaware, but have reviewed Delaware
law in connection with the opinions expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration
Statement. In giving this consent we do not thereby admit that we come
within the category of persons whose consent is required under the Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion is rendered only to the Company and solely for the benefit
of the Company, its stockholders and the Commission in connection with the
registration and the issuance of the Shares pursuant to the Registration
Statement. This opinion may not be otherwise used, circulated, quoted,
relied upon, or referred to by you or the Commission for any other purpose or
by any other person, firm or corporation for any purpose, without our prior
written consent.
Yours very truly,
COTTON, BLEDSOE, TIGHE & DAWSON
By: /s/ Richard T. McMillan
---------------------------
Richard T. McMillan
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Members
Costilla Energy, L.L.C.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Midland, Texas
October 8, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ENGINEERS
As independent engineering consultants, we hereby consent to the use of our
Summary Reserve Report entitled "Summary Letter (for Inclusion in a Prospectus
Included in a Registration Statement for Costilla Energy, Inc. on Form S-1)
Combining Specific Data from Two Williamson Petroleum Consultants, Inc.
Evaluations (1) to the Interests of Costilla Petroleum Corporation in Various
Properties and (2) to the Interests of Parker & Parsley Petroleum USA, Inc. in
Various Properties Included in Their First Quarter 1996 Sales Package, Effective
April 1, 1996, Williamson Project 6.8393" dated July 23, 1996 prepared for
Costilla Energy, Inc., and data extracted therefrom (and all references to our
Firm, including any references as Experts) included in or made part of the
Prospectus included in this Registration Statement on Form S-1.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
October 8, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Members
Costilla Energy, L.L.C.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.
ELMS, FARIS & CO., P.C.
Midland, Texas
October 8, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, being certain of the
Officers and all of the Directors of Costilla Energy, Inc., a Delaware
Corporation, do hereby constitute and appoint Michael J. Grella and Bobby W.
Page, or either of them, with full power of substitution, our true and lawful
attorneys and agents, to do any and all acts and things in our names in the
capacities indicated which Michael J. Grella and Bobby W. Page, or either of
them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, any state securities laws and any
rules, regulations and requirements of the Securities and Exchange Commission
in connection with the Registration Statement seeking to register shares of
Common Stock, $.10 par value, of Costilla Energy, Inc., including
specifically, but not limited to, the power and authority to sign such
Registration Statement, any and all amendments (including post-effective
amendments) to such Registration Statement and any other forms or documents
related to such Registration Statement which are required under federal or
state securities laws for us, or any of us, in our names in the capacities
indicated; and we do hereby ratify and confirm all that Michael J. Grella and
Bobby W. Page, or either of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in any number of counterparts,
and each such counterpart shall be considered an original hereof.
IN WITNESS WHEREOF I have hereunto set my hand this 12th day of July,
1996.
/s/ Cadell S. Liedtke
----------------------------------------------
CADELL S. LIEDTKE, Chairman of the Board,
Chief Executive Officer and Director
/s/ Michael J. Grella
----------------------------------------------
MICHAEL J. GRELLA, President, Chief
Operating Officer and Director
/s/ Henry G. Musselman
----------------------------------------------
HENRY G. MUSSELMAN, Executive Vice
President and Director
/s/ Bobby W. Page
----------------------------------------------
BOBBY W. PAGE, Senior Vice President,
Treasurer and Chief Financial Officer
/s/ Jerry Langdon
----------------------------------------------
JERRY LANGDON, Director
/s/ W. D. Kennedy
----------------------------------------------
W. D. KENNEDY, Director
<PAGE>
EXHIBIT 24.2
CERTIFICATE OF RESOLUTION
I, CLIFFORD N. HAIR, JR., Secretary of Costilla Energy, Inc., a Delaware
corporation, do hereby certify that the Board of Directors of Costilla
Energy, Inc., acting by unanimous written consent, duly adopted the following
resolutions as of July 1, 1996:
RESOLVED, that the directors and officers of the Corporation
are hereby authorized and directed to execute and deliver a Power
of Attorney to Michael J. Grella and Bobby W. Page in the following
form:
KNOW ALL MEN BY THESE PRESENTS, the undersigned, being
certain of the Officers and all of the Directors of Costilla Energy,
Inc., a Delaware Corporation, do hereby constitute and appoint
MICHAEL J. GRELLA and BOBBY W. PAGE, or either of them, with fully
power of substitution, our true and lawful attorneys and agents, to
do any and all acts and things in our names and in the capacities
indicated which MICHAEL J. GRELLA and BOBBY W. PAGE, or either of
them, may deem necessary or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, any state securities
laws, and any rules, regulations, and requirements of the Securities
and Exchange Commission in connection with the Registration Statement
seeking to register shares of Common Stock, $.10 par value of Costilla
Energy, Inc., including specifically, but not limited to, the power and
authority to sign such Registration Statement, any and all amendments
(including post-effective amendments) to such Registration Statement,
and any other forms or documents related to such Registration Statement
which are required under federal or state securities laws for us, or any
of us, in our names in the capacities indicated; and we do hereby ratify
and confirm all that MICHAEL J. GRELLA and BOBBY W. PAGE, or either of
them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in any number of counterparts, and each such
counterpart shall be considered an original hereof.
RESOLVED, that the Officers of the Corporation are hereby authorized
and directed to take all such further action as they may deem advisable
in order to carry out the intent and purposes of the foregoing
resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand on behalf of this
Corporation on this 15th day of July, 1996.
/s/ Clifford N. Hair, Jr.
-----------------------------------
CLIFFORD N. HAIR, JR., Secretary
