As filed with the Securities and Exchange Commission on October 31, 1996.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OFFSHORE ENERGY DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1311 76-0509791
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
DAVID B. STRASSNER
1400 WOODLOCH FOREST DRIVE OFFSHORE ENERGY DEVELOPMENT CORPORATION
SUITE 200 1400 WOODLOCH FOREST DRIVE, SUITE 200
THE WOODLANDS, TEXAS 77380 THE WOODLANDS, TEXAS 77380
(713) 364-0033 (713) 364-0033
(Address, including zip code, (Name, address, including zipcode,
and telephone number, including and telephone number, including area code,
area code, of registrant's of agent for service)
principal executive offices)
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COPIES TO:
T. MARK KELLY
JOHN R. BRANTLEY ALAN P. BADEN
BRACEWELL & PATTERSON, L.L.P. VINSON & ELKINS L.L.P.
SOUTH TOWER PENNZOIL PLACE 2300 FIRST CITY TOWER
711 LOUISIANA STREET, SUITE 2900 1001 FANNIN
HOUSTON, TEXAS 77002-2781 HOUSTON, TEXAS 77002-6760
(713) 221-1301 (713) 758-2222
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Approximate date of commencement of proposed sale to 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. [ X ] 333-11269
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. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Amount of
to be Aggregate Registration
Registered Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share $6,900,000 $2,091
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Registration No. 333-11269) filed by Offshore Energy Development
Corporation with the Securities and Exchange Commission ("Commission") on August
30, 1996, as amended by Amendment No. 1 thereto filed with the Commission on
October 8, 1996, Amendment No. 2 thereto filed with the Commission on October 9,
1996, Amendment No. 3 thereto filed with the Commission on October 30, 1996,
Amendment No. 4 thereto filed with the Commission on October 31, 1996 and
Amendment No. 5 thereto filed with the Commission on October 31, 1996, which was
declared effective on October 31, 1996, are incorporated herein by reference.
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5 Opinion of Bracewell & Patterson, L.L.P., regarding the validity
of the shares covered by this Registration Statement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
23.3 Consent of Ryder Scott Company.
24 Powers of Attorney (incorporated by reference to Exhibit 24 to
the Registrant's Registration Statement on Form S-1, as amended
(Registration No. 333-11269)).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Offshore Energy Development Corporation has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 31, 1996.
OFFSHORE ENERGY DEVELOPMENT
CORPORATION
By: /s/ DOUGLAS H. KIESEWETTER
Douglas H. Kiesewetter
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
NAME POSITIONS
---- ---------
<S> <C>
/s/ DAVID B. STRASSNER* President and Director (principal executive officer)
David B. Strassner
/s/ DOUGLAS H. KIESEWETTER* Executive Vice President, Chief Operating Officer
Douglas H. Kiesewetter and Director (principal financial
and accounting officer)
/s/ R. KEITH ANDERSON* Vice President and Director
R. Keith Anderson
/s/ R. GAMBLE BALDWIN* Director
R. Gamble Baldwin
/s/ DAVID R. ALBIN* Director
David R. Albin
/s/ G. ALAN RAFTE* Director
G. Alan Rafte
</TABLE>
*Pursuant to a power of attorney executed by such individual and filed with the
Commission, Douglas H. Kiesewetter has executed this Registration Statement on
behalf of such individual on October 31, 1996.
/s/ DOUGLAS H. KIESEWETTER
Douglas H. Kiesewetter
Attorney -in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5 Opinion of Bracewell & Patterson, L.L.P., regarding the validity
of the shares covered by this Registration Statement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
23.3 Consent of Ryder Scott Company.
24 Powers of Attorney (incorporated by reference to Exhibit 24 to
the Registrant's Registration Statement on Form S-1, as amended
(Registration No. 333-11269)).
EXHIBIT 5
October 31, 1996
Offshore Energy Development Corporation
1400 Woodloch Forest Drive, Suite 200
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel to Offshore Energy Development Corporation, a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-1 (the "Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) under the
Securities Exchange Act of 1933, as amended, relating to 575,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share ("Common
Stock"), to be sold by the Company. The Company has previously filed a
Registration Statement on Form S-1 (Registration No. 333-11269), as amended (the
"Initial Registration Statement"), which was declared effective on October 31,
1996, relating to 3,659,300 shares of Common Stock to be sold by the Company and
certain selling stockholders.
We have examined originals or copies certified to our satisfaction of (a) the
Certificate of Incorporation of the Company, (b) the Bylaws of the Company, (c)
certain resolutions adopted by the Board of Directors of the Company, and (d)
such other documents and records as we have deemed necessary and relevant for
the purposes hereof. In addition, we have relied on certificates of officers of
the Company and certificates of public officials and others as to certain
matters of fact relating to this opinion and have made such investigations of
law as we have deemed necessary and relevant as a basis hereof. We have assumed
the genuineness of all signatures, the authenticity of all documents and records
submitted to us as originals, the conformity to authentic original documents and
records of all documents and records submitted to us as copies, and the
truthfulness of all statements of fact contained therein.
Based on the foregoing, subject to the limitations set forth herein, and having
due regard for such legal considerations as we deem relevant, we are of the
opinion that the Shares, when
<PAGE>
Offshore Energy Development Corporation
October 31, 1996
Page 2
issued by the Company against payment of the consideration therefor as described
in the Initial Registration Statement, will be validly issued, fully paid and
nonassessable.
This opinion is based on and is limited to the corporate law of the State of
Delaware and the relevant law of the United States of America, and we render no
opinion with respect to the law of any other jurisdiction. This opinion is
solely for your benefit and may not be relied on by or furnished to any other
person.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement; provided, however, that in giving such
consent we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the Rules
and Regulations of the Securities and Exchange Commission.
Very truly yours,
Bracewell & Patterson, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Offshore Energy Development Corporation, and
OEDC, Inc. and
The Partners
OEDC Partners, L.P.:
We consent to the use of our reports incorporated by reference and to the
reference to our firm under the heading "Experts" in the incorporated
Registration Statement.
Our report on the consolidated financial statements of OEDC, Inc. and OEDC
Partners, L.P. refers to a change in accounting principle for the adoption of
the Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of.
KPMG Peat Marwick LLP
Houston, Texas
October 31, 1996
EXHIBIT 23.3
[RYDER SCOTT COMPANY Letterhead]
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of the reference to our reserve report regarding the
interests of Offshore Energy Development Corporation (the Company) dated July
18, 1996, as revised in our reserve report dated October 7, 1996, relating to
the estimated quantities of certain of the Company's proved reserves and the
related estimates of future net revenue and present values for the year ended
December 31, 1995, and of the reference to our reserve report dated October 7,
1996 relating to the estimated quantities of certain of the Company's proved
reserves as of that date, which references are contained in the Company's
Registration Statement on Form S-1 (Registration No. 333-11269), as amended. We
also consent to the incorporation by reference in this Registration Statement of
the reference to us under the heading "Experts" in such other Registration
Statement.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
October 31, 1996
