<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________to________
Commission file number 000-24881
----------
PENNACO ENERGY, INC.
(Name of small business issuer in its charter)
NEVADA 88-0384598
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1050 17th Street
Suite 700
Denver, Colorado 80265
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (303) 629-6700
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
- ----------------------------------- --------------------------------------
Securities registered pursuant to section 12(g) of the act:
Common Stock, par value $.001
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (12) months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.
Yes /X/ No / /
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form
10-KSB or any amendment to this Form 10-KSB. / /
The registrant had no operating revenues in 1998.
As of March 24, 1999, the aggregate market value of the 10,251,875 shares of
voting stock held by non-affiliates of the registrant was approximately
$39,726,016 based upon the closing price of the Common Stock on the OTC
Bulletin Board on March 24, 1999 of $3.875 per share.
As of March 24, 1999, the registrant had 15,151,679 shares of Common Stock
outstanding.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and officers of the Company and their respective ages and
positions are set forth in the following table
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jeffrey L. Taylor 31 Chairman of the Board, Director
Paul M. Rady 45 Chief Executive Officer, President, Director
Glen C. Warren, Jr. 43 Chief Financial Officer, Executive
Vice President, Director
Gregory V. Gibson 49 Vice President, Legal, Secretary, Director
Terrell A. Dobkins 46 Vice President of Production
Brian A. Kuhn 40 Vice President of Land
Mark A. Erickson 39 Director
David W. Lanza 30 Director
</TABLE>
JEFFREY L. TAYLOR, CHAIRMAN OF THE BOARD, DIRECTOR
Currently Mr. Taylor is the President and Director of Foreign Investments
for the London Taylor Group. The London Taylor Group is a southern
California-based financial service provider acting as venture capitalist and
investment banker to private and small cap public companies. During the last
five years, Mr. Taylor has been a Member of the Board of Directors of various
public companies including, TransAmerica Industries, Yuma Gold Mines, and
Cornucopia Resources. He has also served during the last five years as Vice
President of Metallica Resources, Vice President of Goldbelt Resources, Vice
President of Arrowhead Minerals Corporation, and Executive Vice President of
Corporate Finance of Ultra Petroleum. Prior to founding the London Taylor Group,
Mr. Taylor was an analyst and financial service provider for Global Resource
Investments, Inc. of Carlsbad, California and the Chief Financial Officer for
International Art Commission of San Francisco, California. Mr. Taylor holds a
Master of Business Administration, Finance degree from the University of San
Diego.
PAUL M. RADY, CHIEF EXECUTIVE OFFICER, PRESIDENT, DIRECTOR
Mr. Rady joined the Company in June 1998 as its Chief Executive Officer,
President and Director. Mr. Rady has entered into an employment agreement with
an initial term of four years with automatic renewal provisions. Mr. Rady was
with Barrett Resources Corporation ("Barrett"), an oil and gas exploration and
production company listed on the New York Stock Exchange, for approximately
eight years. During his tenure at Barrett, Mr. Rady held various executive
positions including his most recent position as Chief Executive Officer,
President and Director. As Chief Executive Officer he was responsible for all
aspects of the Company including, operations, financings, representing the
corporation to the investment community, and working with the Board of Directors
to set the direction of the Company. Other positions held by Mr. Rady were Chief
Operating Officer, Executive Vice President - Exploration, and Chief Geologist -
Exploration Manager. Prior to his employment at Barrett, Mr. Rady was with Amoco
Production Company ("Amoco") based in Denver, Colorado for approximately 10
years. Mr. Rady received a Bachelor of Arts degree in Geology from Western State
College of Colorado and a Master of Science Degree in Geology from Western
Washington University.
GLEN C. WARREN, JR., CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT, DIRECTOR
Mr. Warren joined the Company in July 1998 as its Chief Financial Officer,
Executive Vice President and Director. Mr. Warren has entered into an employment
contract with an initial term of four years with automatic renewal provisions.
Prior to assuming his duties as the Company's Chief Financial Officer, Mr.
Warren was an investment banker with Lehman Brothers Inc. in New York and
focused on equity and debt financing, as well as mergers and acquisitions for
energy and natural resource companies. Prior to Lehman Brothers, Mr. Warren was
also an investment banker with Dillon, Read & Co., Inc. and Kidder, Peabody &
Co. Incorporated with a total of nine years of investment banking experience.
Mr. Warren also has six years of exploration and production experience with
Amoco Production Company in New Orleans. Mr. Warren received an MBA degree from
the Anderson Graduate School of Management at U.C.L.A. in 1989 and a Juris
Doctorate degree and a Bachelor of Arts degree in Interdisciplinary Science,
both from the University of Mississippi.
GREGORY V. GIBSON, VICE PRESIDENT, LEGAL, SECRETARY, DIRECTOR
Mr. Gibson has been an attorney specializing in securities and securities
broker dealerships for over 15 years. Mr. Gibson is a southern California-based
practicing attorney with the law firm of Gibson, Haglund & Johnson. Prior to his
present affiliations, Mr. Gibson was corporate counsel for three years to Global
Resource Investment Limited, a southern California-based broker-dealer
specializing in resource and foreign publicly traded securities. Prior to
working at Global, Mr. Gibson was practicing securities and international law
with the law firms of Gibson & Haglund and Gibson, Ogden & Johnson. Mr. Gibson
attended Claremont Men's College and Brigham Young University for undergraduate
studies and received his Juris Doctorate degree from Pepperdine University
School of Law.
TERRELL A. DOBKINS, VICE PRESIDENT OF PRODUCTION
Mr. Dobkins has over 20 years experience in the petroleum industry.
Mr. Dobkins started his career at Amoco Production Company where he had
extensive experience in Rocky Mountain Low Permeability Gas Reservoirs and
worked in operations, completions and reservoir engineering. Mr. Dobkins worked
as a Manager for three years at American Hunter Exploration where he was
involved in all U.S. operations and engineering. More recently, Mr. Dobkins
served eight years at Barrett Resources, most recently as Manager of
Acquisitions, and was involved in the development of several projects, including
completions, operations and reservoir engineering. Mr. Dobkins received a
Bachelor of Science degree in Chemical Engineering from the University of New
Mexico.
2
<PAGE>
BRIAN A. KUHN, VICE PRESIDENT OF LAND
Mr. Kuhn has 18 years experience in the oil and gas industry as a
landman. Mr. Kuhn worked as a landman for thirteen years at Amoco Production
Company from June 1980 to April 1993. While at Amoco, Mr. Kuhn spent three years
in the Powder River Basin and other basins of the Rocky Mountain region. Most
recently, Mr. Kuhn was employed as a Division Landman for five years at Barrett
Resources Corporation where he worked in the Rocky Mountain region and numerous
other basins. Mr. Kuhn has extensive experience in the acquisition of producing
properties, testifying as expert witness before state regulatory agencies,
management of lease acquisition and negotiation of both large and small
exploration transactions. Mr. Kuhn earned a BBA in Petroleum Land Management
from the University of Oklahoma in May 1980. Mr. Kuhn is also a member of the
American Association of Petroleum Landmen, Oklahoma City Association of
Petroleum Landmen and the Tulsa Association of Petroleum Landmen.
MARK A. ERICKSON, DIRECTOR
Mr. Erickson is a registered petroleum engineer with fifteen years
experience in project financial modeling and management. He is currently a
consultant with RIS USA. Prior to that, Mr. Erickson worked as an asset manager
for North American Resources Company, a $200 million subsidiary of Montana
Power. He received his Bachelor of Science degree in Petroleum Engineering at
Montana Tech and Masters of Science degree in Mineral Economics from the
Colorado School of Mines.
DAVID LANZA, DIRECTOR
Mr. Lanza has been a real estate developer, oil and gas real property and
lease developer, and business owner in California, Nevada, Colorado, Texas and
Wyoming for the past ten years. He is currently the President of Hust Brothers,
a commercial real estate and development company, Vice President and principal
of Hust Brothers Inc., a national automotive wholesale company, and President
and principal of Colusa Motor Sales. Mr. Lanza has majority interest in
Marysville Auto Parts which owns and operates 13 automotive chain stores. Mr.
Lanza graduated from the University of Southern California receiving his
Bachelor of Science in Business Administration.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than ten percent of the Company's Common Stock, to file
reports of their beneficial ownership (Forms 3, 4, and 5, and any amendment
thereto) with the Securities and Exchange Commission. Executive officers,
directors, and greater-than-ten percent holders are required to furnish the
Company with copies of the forms that they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers and directors were complied with during its fiscal year
1998 with the following exceptions:
- Mr. Taylor failed to file a timely initial report on Form 3, but
the required report has been subsequently filed;
- Mr. Rady failed to file a timely initial report on Form 3, but
the required report has been subsequently filed;
- Mr. Warren failed to file a timely initial report on Form 3, but
the required report has been subsequently filed;
- Mr. Gibson failed to file a timely initial report on Form 3, but
the required report has been subsequently filed;
- Mr. Erickson failed to file an initial report on Form 3;
- Mr. Lanza failed to file a timely initial report on Form 3, but
the required report has been subsequently filed;
- Mr. Dobkins failed to file a timely initial report on Form 3, but
the required report has been subsequently filed; and
- Mr. Kuhn failed to file a timely initial report on Form 3, but
the required report has been subsequently filed.
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for fiscal 1998, the compensation paid
to the Company's Chief Executive Officer and its other three most highly
compensated executive officers with annual compensation in excess of $100,000
for the fiscal year 1998 (the "Named Executive Officers"). The Company was
not, prior to November 1998, a reporting company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- --------------------
<S> <C>
</TABLE>
<TABLE>
<CAPTION>
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS OPTIONS (#) COMPENSATION
----------------------------- ------ --------- ------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul M. Rady........................ 1998 $ 65,077(2) -- --
Chief Executive Officer and
President
Glen C. Warren, Jr.................. 1998 $ 49,680(3) -- --
Chief Financial Officer and
Executive Vice President
Terrell A. Dobkins.................. 1998 $ 46,465(4) -- --
Vice President - Production
Brian A. Kuhn....................... 1998 $ 41,548(5) -- --
Vice President - Land
</TABLE>
(1) The Company recognized compensation expense relating to restricted Common
Stock and warrants purchased by Mr. Warren of $675,000, and stock options
issued to Mr. Dobkins of $556,250 and Mr. Kuhn of $412,500 in the third
quarter of 1998. In accordance with APB No. 25 "Accounting for Stock Issued
to Employees," the Company has recognized a non-cash charge to earnings for
compensation expense relating to stock, warrants and options issued to
these officers and employees. Compensation expense was calculated
based on the difference between the closing price per share on the last
trading date prior to the date of employment with the company and the unit
price for restricted shares and warrants purchased by Mr. Warren and the
option price for options awarded to Mr. Dobkins and Mr. Kuhn in July.
The restricted securities were offered as incentive to attract a senior
management team to the Company. The Company believes that the offers
made by the Board of Directors were at market value due to the
restricted nature of the securities to be issued and the lack of a
liquid trading market for the Company's Common Stock at the time of the
offer which was prior to the date the Company was first quoted on the
OTC Bulletin Board system. However, APB No. 25 requires the measurement
of compensation expense at the date of employment rather than at the
offer date. Further, APB No. 25 requires that compensation be measured
based on the quoted market price of the stock once a company's stock is
publicly traded. While the Company was not an SEC registrant until
September 8, 1998, the Company's shares were quoted on the OTC Bulletin
Board system beginning July 1, 1998 (the Company's shares began trading
on the American Stock Exchange on April 19, 1999). The recording of the
compensation expense was required pursuant to APB No. 25 since a quoted
price existed for the Company's shares even though no public information
existed on the Company other than press releases regarding acreage
acquired and the Company's management team. The Company disagrees with
this methodology and believes that the restricted shares, options and
warrants were issued at or above market value.
(2) Mr. Rady became an executive officer on June 16, 1998, compensated at an
annual salary of $120,000.
(3) Mr. Warren became an executive officer on July 2, 1998, compensated at
an annual salary of $100,000.
(4) Mr. Dobkins became an officer on July 6, 1998, compensated at an annual
salary of $95,000.
(5) Mr. Kuhn became an officer on July 9, 1998, compensated at an annual
salary of $87,000.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock options
granted to the Named Executive Officers during fiscal 1998.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL OPTIONS
GRANTED TO
NUMBER OF EMPLOYEES AS OF
SECURITIES THE PERIOD ENDED EXERCISE
UNDERLYING DECEMBER 31, PRICE PER
NAME OPTIONS GRANTED 1998 SHARE EXPIRATION DATE(5)
---- --------------- ---------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Paul M. Rady....................... 400,000 13.5% $2.50 June 15, 2008
400,000 13.5% $5.00 June 15, 2008
Glen C. Warren, Jr................. 200,000 6.7% $2.50 July 1, 2008
100,000 3.4% $3.25 July 1, 2008
200,000 6.8% $5.00 July 1, 2008
13,228 .4% $3.25 September 3, 2008
Terrell A. Dobkins................. 175,000 5.9% $3.25 July 6, 2004 through July 6, 2007(1)
75,000 2.5% $2.50 July 6, 2004 through July 6, 2007(1)
Brian A. Kuhn...................... 100,000 3.4% $3.25 July 9, 2004 through July 9, 2007(1)
50,000 1.7% $2.50 July 9, 2004 through July 9, 2007(1)
</TABLE>
(1) Option expiration date is five years subsequent to vesting which occurs
ratably over a four year period from the date of grant.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS HELD AT MONEY OPTIONS HELD AT
DECEMBER 31 1998 DECEMBER 31, 1998 (1)
------------------------------------ -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C>
Paul M. Rady................................. 800,000 $450,000
Glen C. Warren, Jr........................... 513,228 $267,460
Terrell A. Dobkins........................... 250,000 $150,000
Brian A. Kuhn................................ 150,000 $ 93,750
</TABLE>
(1) Options are "in-the-money" if the closing market price of the Company's
Common Stock exceeds the exercise price of the options. The exercise
price of the options granted to the Named Officers is $1.25 - 3.25 per
share. The value of unexercised options for each of the Named Executive
Officers represents the difference between the exercise price of such
options and the closing price of the Company's Common Stock on December
31, 1998 ($3.625 per share).
EMPLOYMENT AGREEMENTS
The Company has entered into four-year employment agreements with Paul
M. Rady, who was hired by the Company in June 1998, and Glen C. Warren, Jr., who
was hired in July 1998.
The employment agreement with Mr. Rady provides for a salary of
$120,000 per year, bonus compensation equal to 2% of the Company's net cash
flow, participation in the Company's standard insurance plans for its
executives, and participation in the Company's other incentive compensation
programs at the discretion of the Board of Directors. Mr. Rady was granted
400,000 stock options exercisable at $2.50 per share and 400,000 stock options
exercisable at $5.00 per share which vest ratably over a four-year period
commencing in June 1998. Mr. Rady's stock options are subject to accelerated
vesting in the event of his termination without cause or in the event of a
change of control of the Company. The stock options expire in 2008, subject to
earlier termination if the employment is terminated. If Mr. Rady's employment
with the Company is terminated without cause prior to June 1, 1999, Mr. Rady is
entitled to termination compensation of $2,000,000. If Mr. Rady's employment
with the Company is terminated without cause after June 1, 1999, Mr. Rady is
entitled to termination compensation of $3,000,000. Mr. Rady's employment
agreement automatically renews on each anniversary of the effective date after
June 1, 2001 for an additional two years unless the Company notifies Mr. Rady in
writing 90 days prior to such anniversary that it will not be renewing his
employment agreement.
The employment agreement with Mr. Warren provides for a salary of
$100,000 per year, bonus compensation of $150,000 for 1999 and equal to 1% of
the Company's net cash flow thereafter and, participation in the Company's
standard insurance plans for its executives, and participation in the
Company's other incentive compensation programs at the discretion of the
Board of Directors. Mr. Warren was granted 200,000 stock options exercisable
at $2.50 per share, 100,000 stock options exercisable at $3.25 per share, and
200,000 stock options exercisable at $5.00 per share which vest ratably over
a four-year period commencing in July 1998. The stock options expire in 2008.
Mr. Warren's stock options are subject to accelerated vesting in the event of
his termination without cause or in the event of a change of control of the
Company. If Mr. Warren's employment with the Company is terminated without
cause prior to July 1, 1999, Mr. Warren is entitled to termination
compensation of $400,000. If Mr. Warren's employment with the Company is
terminated without cause after July 1, 1999 but before July 1, 2000, Mr.
Warren is entitled to termination compensation of $750,000. If Mr. Warren's
employment with the Company is terminated without cause after July 1, 2000,
Mr. Warren is entitled to termination compensation of $1,250,000. Mr.
Warren's employment agreement automatically renews on each anniversary of the
effective date after June 1, 2002 for an additional year, unless the Company
notifies Mr. Warren in writing 90 days prior to such anniversary that it will
not be renewing his employment agreement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of Common Stock
of the Company beneficially owned as of April 15, 1999 by each of the
directors, each of the named executive officers, and by all directors and
executive officers as a group. Unless otherwise noted, each of the named
persons and members of the group has sole voting and investment power with
respect to the shares shown. Unless otherwise noted, each person's address is
c/o Pennaco Energy, Inc., 1050 17th Street, Suite 700, Denver, Colorado 80265.
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S PERCENT OF THE COMPANY'S
NAME OF BENEFICIAL OWNER (1) COMMON STOCK COMMON STOCK (2)
------------------------ ------------ ------------
<S> <C> <C>
Paul M. Rady 857,144(3) 5.7%
Jeffrey L. Taylor 543,375(4) 3.6%
Glen C. Warren, Jr. 262,500(5) 1.7%
Gregory V. Gibson 100,000(6) *
David W. Lanza 66,000(7) *
Mark A. Erickson 75,000(8) *
R.I.S. Resources International Corp. 2,500,000 16.5%
609 West Hastings Street, 11th Floor
Vancouver, British Columbia V 6B 4W4,
Canada
State Street Research & Management 1,500,000(9) 9.9%
Company
One Financial Center, 30th Floor
Boston, MA 02111-2690
Joseph H. Reich 863,500(10) 5.7%
900 Third Ave. Suite 1801, New York,
New York 10022
Peter K. Seldin 863,500(11) 5.7%
900 Third Ave. Suite 1801, New York,
New York 10022
Centennial Energy Partners, L.L.C. 818,500(12) 5.5%
900 Third Ave., Suite 1801,
New York, New York 10022
All officers and
directors as a group
(six persons) 1,904,019(13) 12.6%
</TABLE>
* Represents less than 1% of the Common Stock outstanding.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from April 15, 1999 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and which
are exercisable within 60 days from April 15, 1999 have been exercised.
(2) Assumes 15,144,179 shares outstanding plus, for each individual, any
securities that specific person has the right to acquire upon exercise
of presently exercisable stock options. Options and warrants held by
persons other than the specific individual for whom an ownership
interest percentage is being calculated are not considered in
calculating that specific individual's ownership interest percentage.
(3) Includes 285,715 shares issuable upon the exercise of presently
exercisable stock purchase warrants, exercisable at a price of $1.75
per share.
(4) Includes 400,000 shares issuable upon the exercise of presently
exercisable stock options, exercisable at a price of $1.25 per
share. Mr. Taylor's address is 7220 Avenida Encinas, Suite 204,
Carlsbad, California 92009.
(5) Includes 87,500 shares issuable upon the exercise of presently
exercisable stock purchase warrants, exercisable at a price of
$1.75 per share.
3
<PAGE>
(6) Includes 100,000 shares issuable upon the exercise of presently
exercisable stock options, exercisable at a price of $1.25 per
share. Mr. Gibson's address is 2 Park Plaza, Suite 450, Irvine,
California 92614.
(7) Includes 50,000 shares issuable upon the exercise of presently
exercisable stock options exercisable at a price of $1.25 per
share. Mr. Lanza's address is 710 3rd Street, Marysville,
California 95901.
(8) Includes 50,000 shares issuable upon the exercise of presently
exercisable stock options, exercisable at a price of $1.25 per
share, 15,000 shares issuable upon the exercise of options which
will vest upon the termination of Mr. Erickson's term as Director
on June 15, 1999 at a price of $3.19 per share and 10,000 shares
currently owned.
(9) Pursuant to a Schedule 13G dated March 9, 1999, State Street Research
and Management Company has sole voting and dispositive power with
respect to 1,500,000 shares of Common Stock.
(10) Pursuant to a Schedule 13G dated March 29, 1999, Mr. Reich: (i) as the
Managing Member of Centennial Management, L.L.C., has the power to vote
and dispose of the 20,000 shares of Common Stock it beneficially owns;
(ii) as the Managing Member of Centennial Energy Partners, L.L.C., has
the power to vote and dispose of the 818,500 shares of Common Stock it
beneficially owns; and (iii) as President of Joseph H. Reich & Co.,
Inc., has the power to vote and dispose of the 25,000 shares of Common
Stock it beneficially owns. Mr. Seldin has filed a Schedule 13G related
to these same shares.
(11) Pursuant to a Schedule 13G dated March 29, 1999, Mr. Seldin: (i) as a
non-managing member of Centennial Management, L.L.C., has been
delegated the authority to vote and dispose of the 20,000 shares of
Common Stock it beneficially owns; (ii) as a non-managing member of
Centennial Energy Partners, L.L.C., has been delegated the authority
to vote and dispose of the 818,500 shares of Common Stock it
beneficially owns; and (iii) as Vice President of Joseph H. Reich &
Co., Inc., has the power to vote dispose and dispose of the 25,000
shares it beneficially owns. Mr. Reich has filed a Schedule 13G
related to these same shares.
(12) Mr. Reich and Mr. Seldin have both filed a Schedule 13G related to
these same shares.
(13) Includes 600,000 shares issuable upon the exercise of currently vested
stock options, exercisable at a price of $1.25 per share, 15,000
shares issuable upon the exercise of options which will vest upon the
termination of Mr. Erickson's term as a Director, exercisable at $3.19
per share and 373,215 shares issuable upon the exercise of presently
exercisable stock purchase warrants, exercisable at a price of $1.75
per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
4
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Exhibit
No. Title
- ------- -----
<S> <C>
3.1 Articles of Incorporation (filed as Exhibit 3.1 to the Company's Form
10-SB File No. 00-24881, filed September 15, 1998 and included herein
by reference).
3.2 Bylaws (filed as Exhibit 3.2 to the Company's Form 10-SB, File No.
00-24881, filed September 15, 1998 and included herein by reference).
4.1 Form of Warrant (filed as Exhibit 4.1 in the Company's Form SB-2 File
No. 333-68317, filed December 3, 1998 and included herein by
reference).
10.1 Mineral Lease Purchase Agreement dated February 23, 1998 between High
Plains Associates, Inc. and Pennaco Energy, Inc. (filed as Exhibit
10.1 to the Company's Form 10-SB/A File No. 00-24881, filed September
15, 1998 and included herein by reference).
10.2 Letter Agreement dated January 23, 1998 between High Plains
Associates, Inc. and Taylor Oil Properties (filed as Exhibit 10.2 to
the Company's Form 10-SB/A File No. 00-24881, filed September 15, 1998
and included herein by reference).
10.3 Assignment of Option and Exercise of Option dated March 6, 1998
between High Plains Associates, Inc. and Pennaco Energy, Inc. (filed
as Exhibit 10.3 to the Company's Form 10-SB/A File No. 00- 24881,
filed September 15, 1998 and included herein by reference).
10.4 Agreement dated March 6, 1998 between High Plains Associates, Inc. and
Pennaco Energy, Inc. (filed as Exhibit 10.4 to the Company's Form
10-SB/A File No. 00-24881, filed September 15, 1998 and included
herein by reference).
10.5 Pennaco Energy, Inc. 1998 Stock Option and Incentive Plan (filed as
Exhibit 10.5 to the Company's Form 10-SB, File No. 00-24881, filed
September 15, 1998 and included herein by reference).
10.6 Form of Pennaco Energy, Inc. Incentive Stock Option Agreement (filed
as Exhibit 10.6 to the Company's Form 10-SB, File No. 00-24881, filed
September 15, 1998 and included herein by reference).
10.7 Form of Pennaco Energy, Inc. Non-Statutory Stock Option Agreement
(filed as Exhibit 10.7 to the Company's Form 10-SB, File No. 00-24881,
filed September 15, 1998 and included herein by reference).
10.8 Employment Agreement dated June 10, 1998 between Pennaco Energy, Inc.
and Paul M. Rady (filed as Exhibit 10.8 to Company's Form 10-SB, File
No. 00-24881, filed September 15, 1998 and included herein by
reference).
10.9 Employment Agreement dated July 2, 1998 between Pennaco Energy, Inc.
and Glen C. Warren, Jr. (filed as Exhibit 10.9 to Company's Form
10-SB, File No. 00-24881, filed September 15, 1998 and included herein
by reference).
10.10 Secured Promissory Note dated August 13, 1998 from Pennaco Energy,
Inc. to Venture Capital Sourcing, SA (filed as Exhibit 10.10 to the
Company's Form 10-SB/A File No. 00-24881, filed September 15, 1998 and
included herein by reference).
10.11 Second Amendment to Security Agreement dated August 13, 1998 between
Pennaco Energy, Inc. and Venture Capital Sourcing, SA (filed as
Exhibit 10.11 to the Company's Form 10-SB/A File No. 00- 24881, filed
September 15, 1998 and included herein by reference).
10.12 Purchase and Sale Agreement between Pennaco Energy, Inc., as Seller
and CMS Oil and Gas Company, as Buyer, dated October 23, 1998 (filed
as Exhibit 10.12 to the Company's Form 10-SB, File No. 00-24881, filed
September 15, 1998 and included herein by reference).
10.13 Secured Promissory Note dated October 23, 1998 from Pennaco Energy,
Inc. to CMS Oil and Gas Company (filed as Exhibit 10.13 to the
Company's Form 10-SB, File No. 00-24881, filed November 24, 1998 and
included herein by reference).
10.14 Sublease Agreement dated October 23, 1998 between Pennaco Energy, Inc.
and Evansgroup, Inc. (filed as Exhibit 10.14 to the Company's Form
10-SB/A File No. 00-24881 filed December 22, 1998 and included here by
reference).
10.15 Agreement Regarding the Drilling of Coal Bed Methane Wells (filed as
Exhibit 10.15 to the Company's Form 10-SB/A File No. 00-24881, filed
December 22, 1998 and included herein by reference).
10.16 First Amendment to Purchase and Sale Agreement dated November 20, 1998
(filed as Exhibit 10.16 to the Company's Form 10-SB/A File No.
00-24881, filed January 28, 1999 and included herein by reference).
10.17 Second Amendment to Purchase and Sale Agreement dated January 15, 1999
(filed as Exhibit 10.17 to the Company's Form 10-SB/A File No.
00-24881, filed January 28, 1999 and included herein by reference).
16 Letter of David E. Coffey, C.P.A. dated December 18, 1998 (filed as
Exhibit 16 to the Company's Form 10-SB/A File No. 00-24881, filed
December 22, 1998 and included herein by reference).
+27 Financial Data Schedule
</TABLE>
- -----------------
+Previously filed.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on April 30, 1999.
PENNACO ENERGY, INC.
By: /s/ Glen C. Warren, Jr.
------------------------------------
Glen C. Warren, Jr.
Chief Financial Officer,
Executive Vice President
6
