<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
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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Pennaco Energy, Inc.
(Exact name of registrant as specified in its charter)
Nevada 1311 88-0384598
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of
incorporation or Classification Code Number) Identification Number)
organization)
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1050 17th Street, Suite 700
Denver, Colorado 80265
(303) 629-6700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Paul M. Rady,
Chairman, President and Chief Executive Officer
Pennaco Energy, Inc.
1050 17th Street, Suite 700
Denver, Colorado 80265
(303) 629-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
David P. Oelman Robert A. Zuccaro
Andrews & Kurth L.L.P. Latham & Watkins
600 Travis, Suite 4200 885 Third Avenue
Houston, Texas 77002 New York, New York 10022
(713) 220-4200 (212) 906-1200
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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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,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-86547
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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>
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<CAPTION>
Title of Each Class of Shares to be Amount of
Securities to be Registered Registered(1) Registration Fee(2)
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<S> <C> <C>
Common Stock, $.001 par value................ 4,025,000 $13,134
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</TABLE>
(1) Includes 525,000 shares subject to Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
(3) The Registrant has previously paid a fee of $11,350.
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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>
EXPLANATORY NOTE
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. 333-86547) filed by Pennaco Energy, Inc.
with the Securities and Exchange Commission on September 3, 1999, as amended by
Amendment No. 1 thereto filed on September 28, 1999, Amendment No. 2 thereto
filed on October 12, 1999 and which was declared effective on October 14, 1999,
are incorporated herein by reference.
<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, to the City of Denver, State of
Colorado, on the 14th day of October, 1999.
Pennaco Energy, Inc.
/s/ Paul M. Rady
By: _________________________________
Paul M. Rady
Chief Executive Officer,
President and Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on October 14,
1999 in the capacities indicated.
<TABLE>
<CAPTION>
Name Title
---- -----
<C> <S>
/s/ Paul M. Rady Chief Executive Officer, President and
______________________________________ Chairman of the Board
Paul M. Rady
/s/ Glen C. Warren, Jr. Chief Financial Officer, Executive Vice President,
______________________________________ and Director (Principal Financial and Accounting
Glen C. Warren, Jr. Officer)
/s/ Gregory V. Gibson Vice President, Legal, Secretary, and Director
______________________________________
Gregory V. Gibson
______________________________________ Director
David W. Lanza
</TABLE>
II-7
<PAGE>
EXHIBIT 1.1
CERTIFICATE OF
PENNACO ENERGY, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Pennaco Energy, Inc. (the "Registrant") hereby certifies to the Securities
and Exchange Commission (the "Commission") that on October 14, 1999:
(i) The Registrant has instructed its bank to wire transfer to the
Commission the requisite filing fee of $1,784 due in connection with the
filing of its Registration Statement with the Commission on October 14,
1999 pursuant to Rule 462(b) under the Securities Act of 1933, as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account from which
the wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on October 15, 1999 that its
bank has received such instructions.
PENNACO ENERGY, INC.
By: /s/ Glen C. Warren, Jr.
-----------------------------------
Glen C. Warren, Jr.
Chief Financial Officer and
Executive Vice President
<PAGE>
[LETTERHEAD OF KUMMER KAEMPFER BONNER & RENSHAW]
October 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pennaco Energy, Inc.
Registration Statement on Form S-1
4,025,000 Shares of Common Stock, $.001 Par Value
Ladies and Gentlemen:
As special outside counsel to Pennaco Energy, Inc., a Nevada corporation
(the "Company"), we are rendering this opinion in connection with the
registration by the Company of 1,250,000 shares (the "Selling Stockholder
Shares") of the Company's common stock, $.001 par value ("Common Stock"), on
behalf of a selling stockholder and 2,775,000 shares (the "New Shares") of
Common Stock, including 525,000 shares subject to an over-allotment option, and
the proposed issuance and sale of the New Shares under the above-referenced
registration statement.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
relied on the factual representations contained in the Officer's Certificate of
the Company of even date herewith (the "Officer's Certificate"), as executed by
Glen C. Warren, Jr., Chief Financial Officer and Executive Vice President of the
Company.
Based on such examination and on the Officer's Certificate, and subject to
the completion of all conditions to closing provided under the relevant
underwriting agreement and to such other limitations hereinabove provided, we
are of the opinion that the Company: (i) had the full power and authority under
the laws of the state of Nevada, and under its Articles of Incorporation and
Bylaws, to issue the Selling Stockholder Shares and that such Selling
Stockholder
<PAGE>
Securities and Exchange Commission
October 14, 1999
Page 2
Shares are validly authorized, legally issued, fully paid and nonassessable; and
(ii) has the full power and authority under the laws of the state of Nevada, and
under its Articles of Incorporation and Bylaws, to issue the New Shares and that
such New Shares are validly authorized shares of Common Stock, and when issued,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of the foregoing opinion as an Exhibit to
the above-referenced registration statement filed on the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and to the use of our name in such registration statement and in the related
Prospectus under the heading "Legal Matters."
Sincerely,
/s/ Kummer Kaempfer Bonner & Renshaw
KUMMER KAEMPFER BONNER & RENSHAW
<PAGE>
EXHIBIT 23.1
The Board of Directors and Stockholders
Pennaco Energy, Inc.:
We consent to the use of our report incorporated by reference herein and to the
reference to our firm under the headings "Summary Historical Financial and
Operating Data,""Selected Historical Financial Data" and "Experts" in the
prospectus.
/s/ KPMG LLP
Denver, Colorado
October 13, 1999
