<PAGE>
As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-84563
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
MILLER EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-3379776
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3104 Logan Valley Road
Traverse City, Michigan 49685-0348
(231) 941-0004
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Deanna L. Cannon Copies of all communications,
3104 Logan Valley Road including all communications
Traverse City, Michigan 49685-0348 to the agent for service,
(231) 941-0004 should be sent to:
Alan P. Baden
(Name, address, including zip code, Mark Early
and telephone number, including area Vinson & Elkins L.L.P.
code, of agent for service) 3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-7700
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
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: [X]
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 THE REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Maximum Maximum
Title of each class of Amount to be Offering Price Aggregate Amount of
securities to be registered registered per Share(1) Offering Price registration fee
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 1,100,498 $1.25 $ 1,375,623 $ 363(2)
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), using the average of the high and low sales
prices reported on The Nasdaq National Market for the Registrant's common
stock on May 16, 2000.
(2) Of this amount, $343 was previously paid in connection with the Registration
Statement on Form S-3 filed by the Registrant on August 5, 1999 and
October 15, 1999. The balance of $20 is being paid in connection
herewith.
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.
===============================================================================
<PAGE>
Information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion, dated May 17, 2000
1,100,498 SHARES OF COMMON STOCK
[MILLER LOGO]
MILLER EXPLORATION COMPANY
--------------
Veritas DGC Land, Inc. may offer and sell up to 1,100,498 shares of our
common stock under this prospectus. These shares of common stock may be
acquired by Veritas upon the exercise of warrants to purchase Miller common
stock. Veritas may offer and sell the common stock in the over-the-counter
market, in block trades or otherwise, at prevailing market prices, or at
privately negotiated prices. See "Selling Stockholders" beginning on page 6 for
additional information regarding the shares that may be offered under this
prospectus.
Miller will not receive any proceeds from any sales of common stock by
Veritas. We will receive $11,005 if the warrants are fully exercised.
Miller's common stock is listed on the Nasdaq National Market under the
symbol "MEXP." On May 16, 2000, the last reported sale price of the common
stock on the Nasdaq National Market was $1.25 per share.
--------------
See "Risk Factors" beginning on page 1 of this prospectus for a discussion
of certain factors that you should consider before you invest in Miller's common
stock.
--------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.
The date of this prospectus is May 17, 2000
<PAGE>
You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is an offer to sell or to buy
only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
Table of Contents
Page
----
Where You Can Find More Information................................... ii
Disclosure Regarding Forward-Looking Statements....................... 1
Risk Factors.......................................................... 1
Selling Stockholders.................................................. 6
Use of Proceeds....................................................... 6
Plan of Distribution.................................................. 6
i
<PAGE>
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms.
Reports, proxy statements and other information concerning Miller can also
be inspected and copied at the offices of the Nasdaq National Market, Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until Veritas sells all of the shares of common stock
covered by this prospectus.
. Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000;
. The description of our capital stock set forth in our Registration
Statement on Form 8-A filed on January 28, 1998.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request, a copy of any document incorporated by
reference in this prospectus, other than exhibits to any such document not
specifically described above. You may request copies of these documents by
writing or telephoning us at the following address:
Miller Exploration Company
3104 Logan Valley Road
Traverse City, Michigan 49685-0348
(231) 941-0004
ii
<PAGE>
Disclosure Regarding Forward-Looking Statements
Some statements in this prospectus or in the documents we refer you to,
including statements regarding the expectations, intentions, plans and beliefs
of our management, are forward-looking statements, as defined in the Securities
Act of 1933 and the Securities Exchange Act of 1934. The outcome of the
forward-looking statements depends on certain events, risks and uncertainties
that may be outside our control. These forward-looking statements include
statements of management's plans and objectives for future operations and
statements of future economic performance; information regarding drilling and
seismic exploration schedules; expected or planned production capacity; our
capital budget and future capital requirements; our ability to meet our future
capital needs; the level of future expenditures for environmental costs; the
outcome of regulatory and litigation matters; the impact of Year 2000 issues;
the amount of proved oil and gas reserves and discounted future net cash flows
attributable to those reserves; and the assumptions described in this prospectus
or in the documents we refer you to underlying such forward-looking statements.
Actual results and developments could differ materially from those expressed in
or implied by these forward looking statements due to a number of factors,
including those set forth under the caption "Risk Factors" in this prospectus
and in our Annual Report on Form 10-K, which is incorporated by reference into
this prospectus.
Risk Factors
You should carefully consider, in addition to the other information
contained in this prospectus and any accompanying prospectus supplement, the
risks described below before making any investment decision.
Our business depends on exploratory drilling activities
Our revenues, operating results and future rate of growth depend upon the
success of our exploratory drilling program. Exploratory drilling is a
speculative activity, and it involves many risks, including the risk that we
will find no commercially productive oil or natural gas reservoirs. There can
be no assurance that new wells we drill will be productive or that we will
recover all or any portion of our investment. Drilling for oil and natural gas
may involve unprofitable efforts, not only from dry wells, but from wells that
are productive but do not produce enough net revenues to return a profit after
drilling, operating and other costs. We cannot accurately predict the cost of
drilling, completing and operating wells, and we may have to reduce, delay or
terminate drilling operations due to several factors, including:
. unexpected drilling conditions;
. pressure or irregularities in formations;
. equipment failures or accidents;
. adverse weather conditions;
. title problems;
. the need to comply with governmental requirements; and
. shortages or delays in the availability of drilling rigs and the delivery
of equipment.
Even with the most current technology, exploratory drilling is an uncertain
business
When properly used and interpreted, 2-D and 3-D seismic data and other
advanced technologies only help us identify subsurface structures, but they do
not tell us whether a location can produce oil or gas. In addition, the use of
2-D and 3-D seismic data and other advanced technologies involves greater pre-
drilling costs than traditional drilling strategies, and such costs may cause us
to incur operating losses. As a result of these uncertainties, our future
drilling activities may be unsuccessful, and our drilling success rate, both
overall and within a particular region, may decline.
1
<PAGE>
Successful drilling may not equal commercial success
Even if we identify potential drilling locations, we may not have or be
able to get an option or lease rights in those locations. If we are unable to
obtain rights on these locations, we will be unable to produce oil or natural
gas from these potential drilling locations.
The nature of exploratory drilling can prevent us from meeting our budget
Drilling locations initially may be identified through a number of methods,
some of which do not include interpretation of 3-D or other seismic data.
Sometimes, wells scheduled to be drilled in our capital budget may be based upon
statistical drilling results in other areas that we believe are geologically
similar, rather than on analysis of seismic or other data. Actual drilling
results are likely to vary from these statistical results, sometimes
significantly.
Drilling is a hazardous activity
Our operations are subject to hazards and risks inherent in drilling for
and producing and transporting oil and natural gas, such as fires, natural
disasters, explosions, encountering formations with abnormal pressures,
blowouts, craterings, pipeline ruptures and spills, uncontrollable flows of oil,
natural gas or well fluids, any of which can result in the loss of hydrocarbons,
environmental pollution, personal injury claims and other property damage. We
maintain insurance against some but not all of the risks described above. In
particular, our insurance policies do not cover claims relating to failure of
title to oil and natural gas leases, trespass during 2-D and 3-D survey or
surface change attributable to seismic operations and, except in limited
circumstances, losses due to business interruption. We may elect to self-insure
if we believe that the cost of insurance, although available, is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. We may participate in a number of wells on a
non-operated basis, which may limit our ability to control the risks associated
with oil and natural gas operations. The occurrence of an event that is not
covered, or not fully covered, by insurance could have a material adverse effect
on our business, financial condition and results of operations.
Oil and natural gas prices are volatile
Our revenues, operating results and future rate of growth are substantially
dependent upon the prevailing prices of, and demand for, oil and natural gas.
The markets for oil and natural gas have been volatile and are likely to
continue to be volatile in the future. Prices for oil and natural gas are
subject to wide fluctuation in response to relatively minor changes in the
supply of and demand for oil and natural gas, market uncertainty and a variety
of additional factors that are beyond our control. These factors include:
. worldwide and domestic supplies of oil and natural gas;
. the ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
. political instability or armed conflict in oil-producing regions;
. the price and level of foreign imports;
. the level of consumer demand;
. the price and availability of alternative fuels;
. the availability of pipeline capacity;
. weather conditions;
. domestic and foreign governmental regulations and taxes; and
. the overall economic environment.
It is impossible to predict future oil and natural gas price movements. A
resumption of the significantly lower oil and gas prices experienced in 1998 and
early 1999, as compared to prior years, or a further decline in oil and natural
gas prices will likely have a material adverse effect on our financial
condition, liquidity, ability to finance planned capital
2
<PAGE>
expenditures and results of operations. Lower oil and natural gas prices also
may reduce the amount of oil and natural gas that we can produce economically.
Changes in valuation may adversely affect our financial condition
We periodically review the carrying value of our oil and natural gas
properties under the full cost accounting rules of the Securities and Exchange
Commission. Under these rules, capitalized costs of proved oil and natural gas
properties may not exceed the present value of estimated future net revenues
from proved reserves, discounted at 10%, and the lower of cost or market value
of unproved properties. Application of the "ceiling" test generally requires
pricing future revenue at the unescalated prices in effect as of the end of each
fiscal quarter and requires a writedown for accounting purposes if the ceiling
amount is exceeded, even if prices were depressed for only a short time. At year
end 1998, we recorded a $34.4 million non-cash write down of our oil and gas
properties. We may be required in the future to writedown the carrying value of
our oil and natural gas properties further if oil and natural gas prices are
depressed or unusually volatile. A writedown, if required, would result in a
charge to earnings, but would not impact cash flow from operating activities.
Once incurred, a writedown of oil and natural gas properties cannot be reversed.
Our growth strategy will increase our exposure to operating hazards
We have relied in the past and expect to continue to rely on project
partners and independent contractors, including geologists, geophysicists and
engineers, that provide us with services such as seismic survey planning and
management, project and prospect generation, land acquisition and drilling,
among others. Due to the competitive nature of the markets in which we operate,
we believe that the demand for qualified geologists, geophysicists and engineers
is increasing. As we increase the number of projects we evaluate or in which we
participate, there will be additional demands on our financial, technical,
operational and administrative resources and continued reliance on project
partners and independent contractors. These strains on resources, additional
demands and continued reliance may negatively affect our operations. Our
ability to continue growing will depend upon a number of factors, including :
. our ability to obtain leases or options on properties;
. our ability to acquire additional 3-D seismic data;
. our ability to identify and acquire new exploratory sites;
. our ability to develop existing sites;
. our ability to continue to retain and attract skilled personnel;
. our ability to maintain or enter into new relationships with project
partners and independent contractors;
. the results of our drilling program;
. hydrocarbon prices; and
. access to capital.
Although we intend to upgrade our technical, operational and administrative
resources and to increase our ability to provide certain of the services
previously provided by outside sources, there can be no assurance that we will
be successful in doing so or that we will be able to continue to maintain or
enter into new relationships with project partners and independent contractors.
In addition:
. the failure to continue to upgrade our technical, administrative, operating
and financial resources and control systems, or
. the occurrence of unexpected expansion difficulties, including difficulties
in recruiting or retaining sufficient numbers of qualified personnel and
independent contractors, or
. the reduced availability of seismic gathering, drilling or other services,
could have a material adverse effect on our business, financial condition and
results of operations.
3
<PAGE>
Our proved reserves will decline with production, and we may be unable to
effectively replace them
In general, production from oil and natural gas properties declines as
reserves are depleted, with the rate of decline depending on reservoir
characteristics. Except to the extent that we conduct successful exploration
and development or acquire properties containing proved reserves, our proved
reserves will decline as we produce reserves. Our future oil and natural gas
production depends upon our ability to economically find, develop or acquire
reserves in commercial quantities.
Working with other operators exposes us to risk
We may participate in a number of wells as non-operator. The failure of an
operator of our wells to conduct adequate operations, or an operator's breach of
the applicable agreements, could adversely impact our business.
We may be unable to effectively market our production
The marketability of our production depends in part upon the availability,
proximity and capacity of natural gas gathering systems, pipelines and
processing facilities. We deliver natural gas through gas gathering systems and
gas pipelines that we do not own. Federal and state regulation of oil and
natural gas production and transportation, tax and energy policies, changes in
supply and demand and general economic conditions all could adversely affect our
ability to produce and market our oil and natural gas.
Loss of key personnel could adversely affect our business
We have assembled a team of geologists, geophysicists and engineers, some
of whom are independent contractors, that have considerable experience in oil
and natural gas exploration and production. We depend upon the knowledge,
skills and experience of these experts to provide 2-D and 3-D imaging and to
assist us in reducing the risks associated with our participation in oil and
natural gas exploration projects. In addition, the success of our business also
depends to a significant extent upon the abilities and continued efforts of our
management. We do not maintain key-man life insurance with respect to any of
our employees. The loss of services of key management personnel or our
technical experts and consultants, or the inability to attract additional
qualified personnel, experts or consultants, could have a material adverse
effect on our business, financial condition, results of operations, development
efforts and ability to grow. In addition, we may not be able to attract and/or
retain key management personnel or technical experts or consultants.
Technological changes could affect our operations
The oil and gas industry is characterized by rapid and significant
technological advancements and introductions of new products and services
utilizing new technologies. As others use or develop new technologies, we may
be placed at a competitive disadvantage, and competitive pressures may force us
to implement such new technologies at substantial costs. In addition, other oil
and gas companies have greater financial, technical and personnel resources that
may allow them to enjoy technological advantages and may in the future allow
them to implement new technologies before we can. We may be unable to respond
to such competitive pressures and implement such technologies on a timely basis
or at an acceptable cost. One or more of the technologies that we currently use
or may implement in the future may become obsolete.
We may not be able to obtain the capital we need
Exploring for or developing reserves is capital intensive. We make and will
continue to make substantial capital expenditures in our exploration and
development projects. Although we intend to finance these capital expenditures
with cash flow from operations, additional financing may be required in the
future. If cash flow from our operations is reduced and we cannot get adequate
capital from other sources, our ability to maintain or expand our asset base of
oil and natural gas reserves would be impaired. If additional capital sources
are not available to us,
4
<PAGE>
we may reduce our drilling, seismic and other activities, which could adversely
affect our business, financial conditions and results of operations.
Certain of our stockholders have significant control of our company
As of September 30, 1999, our directors, executive officers and certain of
their affiliates, beneficially owned approximately 45% of our outstanding common
stock. Accordingly, these stockholders, as a group, will be able to control the
outcome of stockholder votes, including votes concerning the election of
directors, the adoption or amendment of provisions in our certificate of
incorporation or bylaws and the approval of mergers or other significant
corporate transactions. The existence of these levels of ownership concentrated
in a few persons makes it unlikely that any other holder of common stock will be
able to affect our management or direction. These factors also may delay or
prevent a change in our management or voting control.
Our governing documents make takeovers difficult
Our certificate of incorporation and bylaws include certain provisions that
may delay, deter or prevent a takeover or change in control of Miller without
the approval of our board of directors. Such provisions also may make the
removal of directors and management more difficult. Among other things, our
certificate of incorporation and/or bylaws:
. provide for a classified board of directors serving staggered three-year
terms;
. impose restrictions on who may call a special meeting of stockholders;
. include a requirement that stockholder action be taken only by unanimous
written consent or at stockholder meetings;
. specify certain advance notice requirements for stockholder nominations of
candidates for election to the board of directors and certain other
stockholder proposals; and
. impose certain restrictions and supermajority voting requirements in
connection with specified business combinations not approved in advance by
our board of directors.
In addition, our board of directors, without further action by the stockholders,
may cause us to issue up to two million shares of preferred stock on such terms
and with such rights, preferences and designations as the board of directors may
determine. Issuance of preferred stock, depending upon its rights, preferences
and designations, may delay, deter or prevent a change in control of Miller.
Further, certain provisions of the Delaware General Corporation Law impose
restrictions on the ability of a third party to effect a change in control and
may be considered disadvantageous by a stockholder.
5
<PAGE>
Selling Stockholders
On April 15, 1999, we issued a $4.7 million promissory note to one of our
suppliers, Veritas DGC Land, Inc. for the outstanding balance due to Veritas for
services provided in 1998 and 1999.
We also entered into an agreement with Veritas to issue warrants to Veritas
that entitle Veritas to purchase shares of Miller's common stock in lieu of
receiving cash payments for the interest obligations under the Veritas note. The
warrant agreement requires Miller to issue warrants to Veritas in conjunction
with the signing of the warrant agreement, as well as on the six-month
anniversary. In addition, we have elected to issue additional warrants instead
of making interest payments in cash on the 12 month anniversary of the warrant
agreement and also may elect to issue additional warrants on the 18 month
anniversary. The exercise price of each warrant is $0.01 per share. Under the
terms of the warrant agreement, all warrants issued will expire on April 15,
2002.
Miller and Veritas are also parties to a registration rights agreement
pursuant to which we have agreed, among other things, to register the offer and
sale of the shares of common stock issuable upon the exercise of the warrants
under the Securities Act, and Veritas and Miller agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act in
connection with the sale of the shares under this prospectus. Pursuant to the
registration rights agreement, Veritas is required to pay the underwriting
discounts and commissions associated with the offering contemplated hereby, and
Miller is generally required to pay all of the other expenses directly
associated with the offering, including, without limitation, the cost of
registering the shares offered hereby, including applicable registration and
filing fees, printing expenses, applicable expenses for legal counsel and
accountants incurred by Miller and the legal fees of Veritas associated with the
offering in an amount not to exceed $5,000. The warrants issued to Veritas or
the shares of common stock issuable upon the exercise of those warrants may be
transferred from Veritas from time to time. Persons or entities to whom the
warrants or shares are transferred also may be entitled to registration rights
and the names and other information regarding these persons and entities will be
set forth in a Prospectus Supplement.
As of April 15, 2000, Veritas held warrants exercisable for 1,100,498
shares of our common stock but did not own any shares of our common stock. If
all of the warrants are exercised, Veritas will own approximately 8.0% of our
outstanding common stock.
Use of Proceeds
We will not receive any proceeds from the sale of the common stock. We
will receive $11,005 if the warrants are fully exercised.
Plan of Distribution
The common stock under this prospectus is being offered for sale by
Veritas. The common stock may be sold or distributed from time to time by
Veritas, or by its donees, transferees or other successors in interest, directly
to one or more purchasers or through brokers, dealers or underwriters who may
act solely as agents or may acquire the common stock as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.
Any broker-dealer participating in such transactions as agent may receive
commissions from Veritas (and, if they act as agent for the purchaser of such
shares, from such purchaser). Usual and customary brokerage fees will be paid by
Veritas. Broker-dealers may agree with Veritas to sell a specified number of
shares at a stipulated price per share, and, to the extent such a broker-dealer
is unable to do so acting as agent for Veritas, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
Veritas. Broker-dealers who acquire shares as principal may thereafter resell
such shares from time to time in transactions (which may involve crosses and
block transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above) on the Nasdaq
National Market, in negotiated transactions or otherwise
6
<PAGE>
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
Upon our being notified by Veritas that any material arrangement has been
entered into with a broker or dealer for the sale of any of the common stock
offered hereby through a secondary distribution, or a purchase by a broker or
dealer, a prospectus supplement will be filed, if required, disclosing
. the name of such brokers or dealers;
. the number of shares of common stock to be sold;
. the price at which the shares are being sold;
. the commissions paid or the discounts or concessions allowed to such
brokers or dealers; and
. other facts material to the transaction.
We have advised Veritas that the anti-manipulation rules of Regulation M
promulgated by the Securities and Exchange Commission may apply to their sales
in the market and have informed them of the need to deliver copies of this
prospectus to prospective purchasers. Veritas may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933 if any such broker-dealers purchase shares as principal.
Any securities covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under that Rule rather
than pursuant to this prospectus.
There can be no assurance that Veritas will sell any or all of the shares
of our common stock offered by it pursuant to this prospectus.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses, all of which will be paid by the Registrant, in connection
with the registration of common stock offered hereby, other than commissions,
are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee................................ $ 455
NASDAQ Listing Fee.................................. $11,005
Printing and Engraving Expenses..................... $ 2,000
Legal Fees and Expenses............................. $ 4,000
Accounting Fees and Expenses........................ $ 2,000
"Blue Sky" Fees and Expenses........................ $ 500
Transfer Agent and Registrar Fees................... $ 500
Miscellaneous....................................... $ 40
-------
Total $20,500
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify any person under
such section in connection with a proceeding by or in the right of the
corporation to procure judgment in its favor, as provided in the preceding
sentence, against expenses including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action,
except that no indemnification shall be made in respect thereof unless, and then
only to the extent that, a court of competent jurisdiction shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper. A Delaware corporation must
indemnify a present or former director or officer of a corporation who was
successful on the merits or otherwise in defense of any action, suit or
proceeding or in defense of any claim, issue or matter in any proceeding, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation, as a
director, officer, employer or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith. A Delaware
corporation may pay for the expenses (including attorneys' fees) incurred by an
officer or director in defending a proceeding in advance of the final
disposition upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation.
Section 102(b)(7) of the Delaware Law permits a corporation to provide in
its certificate of incorporation that a director shall not be personally liable
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, or (d) for any transaction from which the
director derived an improper personal benefit. Article XIII of the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
fullest extent permitted by Section 102(b)(7) of the Delaware Law. The Delaware
Law permits the purchase of insurance on behalf of the directors and officers
against any liability
II-1
<PAGE>
asserted against directors and officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.
The Registrant maintains officers' and directors' liability insurance for
members of its Board of Directors and executive officers, and the Registrant has
entered into agreements to indemnify its directors and officers.
At present, there is no pending litigation or other proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Articles XIII and XIV of the Registrant's Certificate of Incorporation and
Article VI of the Registrant's Bylaws provide for indemnification of directors
and officers to the fullest extent permitted by law.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- - ---------- -----------------------
<S> <C> <C>
2.1 -- Exchange and Combination Agreement dated November 12, 1997
(incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on November 17,1997)
2.2 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(a) to the
Registrant's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on November 17, 1997)
2.3 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(b) to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.4 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(c) to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.5 -- Agreement for Purchase and Sale dated November 25, 1997 between
Amerada Hess Corporation and Miller Oil Corporation (incorporated
by reference to Exhibit 2.3 to the Registrant's Registration
Statement on Form S-1/A as filed with the Securities and Exchange
Commission on December 5, 1997)
2.6 -- First Amendment to Agreement for Purchase and Sale dated January
7, 1998 (incorporated by reference to Exhibit 2.3(b) to the
Registrant's Registration Statement on Form S-1/A as filed with
the Securities and Exchange Commission on January 9, 1998)
4.1 -- Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 as filed with the Securities and Exchange
Commission on November 17, 1997)
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-1 as filed
with the Securities and Exchange Commission on November 17, 1997)
4.3 -- Form of Specimen Stock Certificate (incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form S-
1/A as filed with the Securities and Exchange Commission on
December 5, 1997)
4.4 -- Warrant between Miller Exploration Company and Veritas DGC Land,
Inc. dated April 14, 1999 (incorporated by reference to Exhibit
10.21 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998)
4.5 -- Registration Rights Agreement between Miller Exploration Company
and Veritas DGC Land, Inc. dated April 14, 1999 (incorporated by
reference to Exhibit 10.22 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998)
+ 5.1 -- Opinion of Vinson & Elkins L.L.P.
+ 23.1 -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this Registration Statement)
+ 23.2 -- Consent of Arthur Andersen LLP
+ 23.3 -- Consent of S.A. Holditch & Associates
+ 23.4 -- Consent of Miller and Lents, Ltd.
24.1 -- Power of Attorney (previously filed)
</TABLE>
____________________
+ Filed herewith.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(b) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(c) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(d) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement 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.
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 foregoing provisions 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 or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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.
II-4
<PAGE>
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 Traverse City, State of Michigan, on May 17, 2000.
MILLER EXPLORATION COMPANY
By:/s/ Deanna L. Cannon
-----------------------------------------
Deanna L. Cannon
Vice President--Finance and Secretary
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ____
<S> <C> <C>
* Chairman of the Board and Director May 17, 2000
- - -----------------------------
C.E. Miller
/s/ KELLY E. MILLER President, Chief Operating Officer May 17, 2000
- - ----------------------------- and Director (Principal Executive
Kelly E. Miller Officer)
* Vice President--Finance and Secretary May 17, 2000
- - -----------------------------
Deanna L. Cannon (Principal Financial and Accounting
Officer
* Director May 17, 2000
- - -----------------------------
Gene Miller
* Director May 17, 2000
- - -----------------------------
Richard J. Burgess
Director
- - -----------------------------
Frank M. Burke, Jr.
* Director May 17, 2000
- - -----------------------------
Kenneth J. Foote
Director
- - -----------------------------
Dan A. Hughes, Jr.
Director
- - -----------------------------
William Casey McManemin
</TABLE>
* By Kelly E. Miller, as Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- - ------- -----------------------
<C> <S> <C>
2.1 -- Exchange and Combination Agreement dated November 12, 1997
(incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.2 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(a) to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.3 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(b) to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.4 -- Letter Agreement amending Exchange and Combination Agreement
(incorporated by reference to Exhibit 2.2(a) to the Registrant's
Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on November 17, 1997)
2.5 -- Agreement for Purchase and Sale dated November 25, 1997 between
Amerada Hess Corporation and Miller Oil Corporation (incorporated
by reference to Exhibit 2.3 to the Registrant's Registration
Statement on Form S-1/A as filed with the Securities and Exchange
Commission on December 5, 1997)
2.6 -- First Amendment to Agreement for Purchase and Sale dated January
7, 1998 (incorporated by reference to Exhibit 2.3(b) to the
Registrant's Registration Statement on Form S-1/A as filed with
the Securities and Exchange Commission on January 9, 1998)
4.1 -- Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 as filed with the Securities and Exchange
Commission on November 17, 1997)
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on November 17,
1997)
4.3 -- Form of Specimen Stock Certificate (incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form
S-1/A as filed with the Securities and Exchange Commission on
December 5, 1997)
4.4 -- Warrant between Miller Exploration Company and Veritas DGC Land,
Inc. dated April 14, 1999 (incorporated by reference to Exhibit
10.21 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998)
4.5 -- Registration Rights Agreement between Miller Exploration Company
and Veritas DGC Land, Inc. dated April 14, 1999 (incorporated by
reference to Exhibit 10.22 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998)
+ 5.1 -- Opinion of Vinson & Elkins L.L.P.
+ 23.1 -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this Registration Statement)
+ 23.2 -- Consent of Arthur Andersen LLP
+ 23.3 -- Consent of S.A. Holditch & Associates
+ 23.4 -- Consent of Miller and Lents, Ltd.
24.1 -- Power of Attorney (contained on the signature page to this
Registration Statement)
</TABLE>
____________________
+ Filed herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS APPEARS HERE]
May 17, 2000
Miller Exploration Company
3104 Logan Valley Road
Traverse City, Michigan 49685
Ladies and Gentlemen:
We have acted as counsel to Miller Exploration Company, a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (the
"Registration Statement"), relating to the proposed offer and sale by certain
stockholders of the Company of up to 1,100,948 shares of the Company's common
stock, par value $.01 per share (the "Shares") issuable upon exercise of
warrants held by such stockholders (the "Warrants"). In such capacity, we are
passing on certain legal matters in connection with the registration of the sale
of the Shares. At your request, this opinion is being furnished to you for
filing as an exhibit to the Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as we
have considered necessary or appropriate for the purposes of this opinion.
Based upon the foregoing examination and review, we are of the opinion that
the Shares are duly authorized and, when issued upon valid exercise of the
Warrants as contemplated by the Registration Statement, will be legally issued,
fully paid and nonassessable.
The foregoing opinion is limited to the laws of the United States of
America and to the General Corporation Law of the State of Delaware. For
purposes of this opinion, we assume that the Shares will be issued in compliance
with all applicable state securities or blue sky laws.
<PAGE>
Page 2
May 17, 2000
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post-Effective Amendment No. 1 to the registration
statement of our report dated March 24, 2000 included in Miller Exploration
Company's Annual Report on Form 10-K for the year ended December 31, 1999, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Detroit, Michigan
May 15, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Board of Directors
Miller Exploration Company
Traverse City, Michigan
We hereby consent to the incorporation by reference of the Holditch-
Reservoir Technologies (formerly S.A. Holditch & Associates, Inc.) estimates
of proved reserves contained in Miller Exploration Company's Annual Report on
Form 10-K for the year ended December 31, 1999, into Miller Exploration
Company's Registration Statement on Form S-3 filed on or about May 17, 2000.
HOLDITCH-RESERVOIR TECHNOLOGIES
By /s/ Joseph H. Frantz, Jr.
--------------------------------------
Joseph H. Frantz, Jr.
Operations Manager - Eastern U.S.
Pittsburgh, Pennsylvania
May 17, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Board of Directors
Miller Exploration Company
Traverse City, Michigan
We hereby consent to the incorporation by reference of the Miller and
Lents, Ltd. estimates of proved reserves contained in Miller Exploration
Company's Annual Report on Form 10-K for the year ended December 31, 1999, into
Miller Exploration Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 filed on or about May 17, 2000.
MILLER AND LENTS, LTD
/s/ Larry M. Gring
Larry M. Gring
Senior Vice President
Houston, Texas
May 17, 2000
