<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EDGE PETROLEUM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1311 76-0511037
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
TEXACO HERITAGE PLAZA
1111 BAGBY, SUITE 2100
HOUSTON, TEXAS 77002
(713) 654-8960
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES D. CALAWAY
PRESIDENT
EDGE PETROLEUM CORPORATION
TEXACO HERITAGE PLAZA
1111 BAGBY, SUITE 2100
HOUSTON, TEXAS 77002
(713) 654-8960
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
GENE J. OSHMAN T. MARK KELLY
BAKER & BOTTS, L.L.P. VINSON & ELKINS L.L.P.
3000 ONE SHELL PLAZA 1001 FANNIN, SUITE 2500
HOUSTON, TEXAS 77002-4995 HOUSTON, TEXAS 77002-6760
(713) 229-1234 (713) 758-2222
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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] 333-17267
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
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<TABLE>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE(2)(3) REGISTRATION FEE
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Common Stock, par value $0.01 per
share........................... -- -- $7,590,000 $2,300
</TABLE>
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(1) In accordance with Rule 457(o) under the Securities Act of 1933, as
amended, the number of shares being registered and the proposed maximum
offering price per share are not included in this table.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Includes shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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<PAGE>
This Registration Statement is being 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. 333-17267) filed by Edge Petroleum Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission on December 4, 1996, as amended by Amendment No. 1 thereto filed on
January 15, 1997, Amendment No. 2 thereto filed on January 28, 1997, Amendment
No. 3 thereto filed on February 5, 1997, and Amendment No. 4 thereto filed on
February 24, 1997, are incorporated herein by reference. Filed as exhibits
hereto are the following opinions and consents:
<TABLE>
<C> <S>
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Ryder Scott Company.
23.3 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).
23.4 -- Consent of Robert W. Shower as nominee for director.
*24 -- Powers of Attorney.
</TABLE>
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-17267)
II-1
<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, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON THE 25TH DAY OF FEBRUARY, 1997.
EDGE PETROLEUM CORPORATION
/s/ James D. Calaway
By:__________________________________
James D. Calaway
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John E. Calaway Chief Executive Officer and February 25, 1997
____________________________________ Director (Principal Executive
John E. Calaway Officer)
/s/ Michael G. Long Chief Financial Officer February 25, 1997
____________________________________ (Principal Financial Officer)
Michael G. Long
/s/ Richard S. Dale Controller, Treasurer and February 25, 1997
____________________________________ Secretary (Principal Accounting
Richard S. Dale Officer)
/s/ James D. Calaway Director February 25, 1997
____________________________________
James D. Calaway
* Director February 25, 1997
____________________________________
Vincent Andrews
* Director February 25, 1997
____________________________________
David B. Benedict
* Director February 25, 1997
____________________________________
Nils Peterson
* Director February 25, 1997
____________________________________
Stanley S. Raphael
* Director February 25, 1997
____________________________________
John Sfondrini
</TABLE>
/s/ James D. Calaway
*By: __________________________
(James D. Calaway, Attorney-
in-Fact)
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Ryder Scott Company.
23.3 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).
23.4 -- Consent of Robert W. Shower as nominee for director.
*24 -- Powers of Attorney.
</TABLE>
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-17267)
<PAGE>
EXHIBIT 5
[LETTERHEAD FOR BAKER & BOTTS, L.L.P.)
February 25, 1997
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-1 (the "Registration
Statement"), proposed to be filed by Edge Petroleum Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 400,000 shares (the "Shares") of the Company's common stock,
par value $0.01 per share ("Common Stock"), together with 60,000 additional
shares of Common Stock (the "Additional Shares") subject to the underwriters'
over-allotment option as described in the Registration Statement, certain legal
matters in connection with the Shares and the Additional Shares are being
passed upon for you by us. At your request, this opinion of counsel is being
furnished to you for filing as Exhibit 5 to the Registration Statement.
We understand that the Shares and any Additional Shares are to be sold
pursuant to the terms of an Underwriting Agreement (the "Underwriting
Agreement") in substantially the form filed as Exhibit 1.1 to the Registration
Statement on Form S-1 (Registration No. 333-17267) filed by the Company with
the Commission under the Securities Act.
In our capacity as your counsel in the connection referred to above, we have
examined the Restated Certificate of Incorporation and the Bylaws of the
Company, each as amended to date, the originals, or copies certified or
otherwise identified, of corporate records of the Company, including minute
books of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Delaware.
2. When offered as described in the Registration Statement, and upon the sale
of the Shares and any Additional Shares in accordance with the terms and
provisions of the Underwriting Agreement and as described in the Registration
Statement, the Shares and any Additional Shares will be duly authorized by all
necessary corporate action on the part of the Company, validly issued, fully
paid and nonassessable.
The opinions set forth above are limited in all respects to the laws of the
State of Texas, the General Corporation Law of the State of Delaware and
federal securities laws, each as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
Baker & Botts, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-1 (the "Registration Statement") of Edge Petroleum Corporation, a
Delaware corporation (the "Company"), of our report dated February 4, 1997,
relating to the supplementally combined financial statements of Edge Petroleum
Corporation, a Texas corporation, and our report dated December 3, 1996,
relating to the combined financial statements of Edge Petroleum Corporation, a
Texas corporation, affiliated entities and direct interests and our report
dated December 3, 1996, relating to the balance sheet of Edge Petroleum
Corporation, a Delaware corporation, appearing in the Prospectus, which is
part of the Registration Statement on Form S-1 (Registration No. 333-17267) of
the Company.
We also consent to the incorporation by reference in this Registration
Statement of the reference to us under the heading "Experts" appearing in such
Prospectus.
DELOITTE & TOUCHE LLP
Houston, Texas
February 25, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to (i) the incorporation by reference in this Registration
Statement on Form S-1 (the "Registration Statement") of Edge Petroleum
Corporation, a Delaware corporation (the "Company") under the Securities Act
of 1933, as amended (the "Act"), of information contained in our reserve
report that is summarized as of December 31, 1996 in our summary letter dated
January 30, 1997, relating to the oil and gas reserves and revenue, as of
December 31, 1996 of certain properties that are sought to be combined in the
Company which are currently held by Edge Joint Venture II and James C.
Callaway, which summary letter is attached as Annex A to the Prospectus
constituting a part of the Registration Statement on Form S-1 (Registration
No. 333-17267), as amended, filed by the Company under the Act, and (ii) all
references to such report, letter and/or to this firm incorporated by
reference in this Registration Statement, and further consent to our being
named as an expert therein.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Ryder Scott Company
Petroleum Engineers
Houston, Texas
February 25, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF PERSON NAMED TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the incorporation by reference in this
Registration Statement on Form S-1 of Edge Petroleum Corporation, a Delaware
corporation (the "Company"), of the use of my name and any references to me as
a person nominated to become a director of the Company appearing in the
Prospectus constituting a part of the Company's Registration Statement on Form
S-1 which has been filed with the Securities and Exchange Commission pursuant
to the Act.
Dated: February 25, 1997
/s/ ROBERT SHOWER
Robert Shower
