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As filed with the Securities and Exchange Commission June 27, 2000
Registration No. 333-68317
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
Post-effective Amendment No. 1 to
FORM SB-2 on
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________________
PENNACO ENERGY, INC.
(Exact Name of Small Business Issuer As Specified In Its Charter)
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Delaware 1311 88-0384598
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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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
Registration's principal executive offices)
Paul M. Rady, President
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)
Copy to:
G. Michael O'Leary
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
________________________________
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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. [X]
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. [_]
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. [_]
________________________________
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 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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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement becomes+
+effective. This prospectus shall not constitute an offer to buy nor shall +
+there be any sale of these securities in any State in which such offer, +
+solicitation or sale would be unlawful prior to registration or qualification +
+under the securities laws of any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated June 27, 2000.
PROSPECTUS
Pennaco Energy, Inc.
3,296,165 Shares
Common Stock
The Company:
- We are an independent natural gas exploration and production company.
- Our address is:
Pennaco Energy, Inc.
1050 17th Street, Suite 700
Denver, Colorado 80265
(303) 629-6700
The Securities and the Offering:
- 3,296,165 shares of common stock.
- All of the common stock offered for resale through this prospectus is being
sold by some of our stockholders. We will receive no proceeds from this
offering.
- Our common stock is listed on the American Stock Exchange under the symbol
"PN." The last reported sales price of the common stock on June 21, 2000
was $16.69.
This Investment Involves Risk. See "Risk Factors" Beginning on Page 6.
Neither the SEC nor any state securities commission has determined whether
this prospectus is truthful or complete. Nor have they made, nor will they make,
any determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
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Table of Contents
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Where You Can Find More Information.............................. 2
Incorporation of Certain Documents by Reference.................. 3
Risk Factors..................................................... 5
Actual Results May Differ From Forward Looking Statements........ 12
Use of Proceeds.................................................. 12
Principal and Selling Stockholders............................... 13
Plan of Distribution............................................. 16
Experts.......................................................... 17
Legal Matters.................................................... 17
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You should rely only on the information contained in this prospectus, any
prospectus supplement and the documents we have incorporated by reference. We
have not authorized anyone else to provide you with different information. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
As used in this prospectus, (a) any reference to the "Company," "Pennaco,"
"we," "our," "ours" or "us" means Pennaco Energy, Inc. and (b) the "Stock" means
the common stock of Pennaco, par value $.001, being resold through this
prospectus.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC as required by the Securities Exchange Act of 1934.
You may inspect those reports, proxy statements and other information at the
Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the SEC at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and 7 World Trade Center, New York, New York 10048. Please call the SEC
at 1-800-SEC-0300 for further information on the public reference rooms. You
may also obtain copies of those materials from the Public Reference Section of
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Our SEC filings are available to the public over
the Internet or at the SEC's web site at http://www.sec.gov.
You may request a copy of these filings by writing or calling us at the
following address:
Pennaco Energy, Inc.
1050 17/th/ Street, Suite 700
Denver, Colorado 81265
(303) 629-6700
We have filed with the SEC a registration statement on Form S-3 covering
the shares offered by this prospectus. This prospectus is only a part of the
registration statement and does not contain all of the information in the
registration statement. For further information on us and the common stock
being offered, please review the registration statement and the exhibits that
are filed with it. Statements made in this prospectus that describe documents
may not necessarily be complete. We recommend that you review the documents that
we have filed with the registration statement to obtain a more complete
understanding of those documents.
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
The following documents that we have filed with the SEC (File No. 68317)
are incorporated by reference into this prospectus:
. Our Annual Report on Form 10-KSB for the year ended December 31, 1999;
. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
. The description of our common stock contained in our Registration
Statement on Form 8-A Filed April 16, 1999, including any amendment or
report filed for the purpose of updating such
description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed to be incorporated in this prospectus by reference and will be a part of
this prospectus from the date of the filing of the document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not constitute a
part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at the
following address: Pennaco Energy, Inc. Attention: Glen C. Warren, Jr., 1050
17/th/ Street, Suite 700, Denver, Colorado 80265 (303) 629-6700.
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PENNACO ENERGY, INC.
We are an independent exploration and production company. Our current
operations are completely focused on the exploration, development, acquisition,
and production of natural gas from coal bed methane properties located in the
Powder River Basin of northeastern Wyoming and southeastern Montana. We are one
of the largest holders of oil and gas leases covering coal bed methane
properties in the Powder River Basin and we believe that Pennaco is the only
publicly traded company focused solely on coal bed methane development in the
Powder River Basin. We were the most active coal bed methane operator in the
Powder River Basin in 1999 with 473 gross wells drilled and operated by the
Company, based on State of Wyoming Oil and Gas Commission information.
Our objective is to build an exploration and production company focused on
creating value for our stockholders through profitable per share growth in
reserves, production and cash flow.
We are incorporated in Delaware. Our principal executive offices are
located at 1050 17/th/ Street, Suite 700, Denver, Colorado 80265 (303) 629-6700.
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RISK FACTORS
An investment in Pennaco involves a significant degree of risk. You should
carefully consider the specific factors set forth below, as well as the other
information set forth in this prospectus, before you purchase the common stock
offered in this prospectus.
We depend on gas gathering, compression and transportation facilities to move
our production to market and we cannot guarantee that these facilities will be
available when needed or that we will have access to these facilities when
needed. If these facilities are not available, we will be unable to sell the
natural gas we have produced.
The marketability of our natural gas production depends in part on the
availability, proximity and capacity of gas gathering and compression systems,
pipelines and if necessary, processing facilities. To accommodate the amount of
gas expected to be produced in the area, existing pipelines must eventually be
expanded. The expansion of pipeline capacity in the area is likely to require
significant capital outlays by the pipeline companies and the related plans and
specifications are subject to government regulatory review, permits and
approvals. This approval process may result in delays in the commencement and
completion of any pipeline construction project. Our ability to market our
natural gas production could also be limited because much of our gas production
is transported on an interruptible basis and, therefore, the transporter could
unilaterally elect to stop transporting our natural gas due to lack of available
capacity. We cannot guarantee that our wells will not be shut-in for significant
periods of time due to the lack of capacity in existing pipelines or an
interruption in the transportation we have contracted for. Further, we cannot
guarantee that existing pipeline capacity will be expanded on a timely basis or
that we will be permitted to transport any volumes on these pipelines.
Estimates of oil and gas reserves are uncertain and inherently imprecise. Our
actual reserves could be materially less than the estimates included in this
document.
This document contains estimates of our proved natural gas reserves and the
estimated future net revenues from these reserves. These estimates are based
upon various assumptions, including assumptions relating to natural gas prices,
drilling and operating expenses, capital expenditures, taxes and the
availability of funds. The process of estimating natural gas reserves is
complex. This process requires significant judgment in the evaluation of
available geological, geophysical, engineering and economic data for each
reservoir. Therefore, these estimates are inherently imprecise. Because of the
limited amount of performance data currently available for our wells, the
potential for future reserve revisions, either upward or downward, is
significantly greater than normal.
Actual future production, natural gas prices, revenues, operating expenses,
taxes, development expenditures and quantities of recoverable natural gas
reserves will most likely vary from those estimated. Any significant variance
could materially affect the estimated quantities and present value of future net
revenues set forth in this document. Our properties may also be susceptible to
hydrocarbon drainage from production by other operators on adjacent properties.
In addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development, prevailing natural gas prices
and other factors, many of which are beyond our control.
At January 1, 2000, approximately 31% of our estimated proved reserves were
undeveloped. Undeveloped reserves, by their nature, are less certain. Recovery
of undeveloped reserves requires significant capital expenditures and successful
drilling operations. The reserve data assumes that we will make significant
capital expenditures to develop our reserves. Although we have prepared
estimates of our natural gas reserves and the costs associated with these
reserves in accordance with industry standards, we cannot assure you that
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the estimated costs are accurate, that development will occur as scheduled or
that the actual results will be as estimated.
You should not assume that the present value of future net cash flows
referred to in this document is the current market value of our estimated
natural gas reserves. In accordance with SEC requirements, the estimated
discounted future net cash flows from proved reserves are generally based on
prices and costs as of the date of the estimate. Actual future prices and costs
may be materially higher or lower than the prices and costs as of the date of
the estimate. Any changes in consumption by natural gas purchasers or changes in
governmental regulations or taxation could also affect actual future net cash
flows. The timing of both the production and the expenses from the development
and production of natural gas properties will affect the timing of actual future
net cash flows from proved reserves and their present value. In addition, the
10% discount factor, which is required by the SEC to be used in calculating
discounted future net cash flows for reporting purposes, is not necessarily the
most appropriate discount factor. The effective interest rate at various times
and the risks associated with Pennaco or the oil and gas industry in general
will affect the accuracy of the 10% discount factor.
We have a limited operating history.
We generated no revenues until April 1999. We are subject to all the risks
inherent in the development of a new business. There is a limited operating
history upon which to base an assumption that we will be able to successfully
implement our business plans and achieve our business goals.
Compliance with environmental laws and regulations could limit our drilling
activities and increase our costs to operate. In turn, this could adversely
affect our development program.
The Wyoming Department of Environmental Quality controls the permitting
process relating to the surface discharge of water produced from our drilling
and production operations. The permitting process often requires testing and
analysis regarding the effect of water discharge on both the underground
aquifers and the surface, including erosion, irrigation and mineral deposits at
the discharge point. The completion of these studies as well as the
implementation of required remediation processes often causes considerable delay
in dewatering our wells and establishing commercial production. In some cases,
it may be necessary to install and operate treatment facilities or to drill
disposal wells to reinject the produced water back into underground sedimentary
formations adjacent to the coal seams. In the event we are unable to obtain the
appropriate permits or if applicable laws or regulations require water to be
disposed of in an alternative manner, the costs to dispose produced water will
increase. These costs could have a material adverse effect on some of our
operations in this area, including potentially rendering future production and
development in these affected areas uneconomic.
Drilling on federal lands in a large portion of the Powder River Basin is
currently limited until the completion of an environmental impact statement, or
EIS, by the BLM. The number of drilling permits allowed on federal lands subject
to the EIS are limited until the EIS is complete. This limitation could
adversely affect our ability to drill on federal lands. Approximately 50% of our
leasehold is comprised of federal acreage.
An EIS, the Existing EIS, was completed in November 1999 but will only
allow the issuance of approximately 800 to 1,000 drilling permits on federal
lands. Pennaco has received approximately 50 of these federal permits and
estimates that it will receive approximately 100 of these permits in total. The
New EIS will allow the drilling of wells on federal lands beyond the limits of
the Existing EIS. The BLM estimates that the New EIS, which began in the first
quarter of 2000, will require approximately 18 months to complete. The BLM also
estimates that the new EIS, when completed, will allow the drilling of 15,000 to
30,000 wells on federal, state and fee lands in the Wyoming portion of the
Powder River Basin before further drilling on federal lands is restricted.
Finally, there can be no assurance that the BLM will issue new drilling permits
on federal
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lands, once the New EIS is complete, at a pace that will allow the Company to
meet its drilling and growth objectives.
The BLM has also initiated an environmental assessment, or EA, which is
expected to allow the drilling of 1,500 to 2,500 wells on federal lands in the
Powder River Basin for the purpose of preventing the drainage of natural gas
from federal lands by producing wells on adjoining fee or state lands. The BLM
estimates that the EA will be completed in the fourth quarter of 2000. We cannot
provide any assurance as to the ultimate completion date of the New EIS or EA or
that, when completed, the New EIS and EA will permit us to develop our
properties according to our current plans.
We could face significant liabilities to governmental agencies and third
parties for discharging oil, natural gas or other pollutants into the air, soil
or water, and be required to spend substantial amounts on investigations,
litigation and remediation. We cannot be certain that existing environmental
laws or regulations, as interpreted now or in the future, or future laws or
regulations will not materially adversely affect our results of operations and
financial condition or that we will not face material indemnity claims with
respect to properties we own. Our industry is subject to extensive regulation
which may increase our costs.
Our business is subject to substantial regulation under local, state and federal
laws relating to the exploration for, and the development, production,
marketing, pricing, transportation and storage of natural gas, as well as
environmental and safety matters.
New laws or regulations, or changes to current requirements, could have a
material adverse effect on our business. In the past, prices of natural gas have
been controlled by governmental regulation and there can be no assurance that
price controls will not be implemented again.
Depressed prices for natural gas would affect our business.
Our revenues, operating results, profitability, future rate of growth and
the carrying value of our properties depend heavily on prevailing market prices
for natural gas. We expect the markets for natural gas to continue to be
volatile. Any substantial or extended decline in the price of natural gas would
have a material adverse effect on our financial condition and results of
operations. A decline could reduce our cash flow and borrowing capacity, as well
as the value and quantity of its natural gas reserves. Various factors beyond
our control will affect prices of natural gas, including:
- North American supplies of natural gas;
- domestic economic conditions;
- marketability of production;
- the level of consumer demand;
- the price, availability and acceptance of alternative fuels;
- the availability of pipeline and compressor capacity;
- weather conditions; and
- actions of federal, state, local and foreign authorities.
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These external factors and the volatile nature of the energy markets make it
difficult to estimate future prices of natural gas.
We face risks related to title to the leases we enter into that may result in
additional costs and affect our operating results.
It is customary in the oil and gas industry to acquire a leasehold interest
in a property based upon a preliminary title investigation. If the title to the
leases we plan to acquire is defective, we could lose the money already spent on
acquisition and development, or incur substantial costs to cure the title
defect. Our oil and gas leases give us the right to develop and produce oil and
gas from the leased properties. It is possible that the terms of our oil and gas
leases may be interpreted differently depending on the state in which the
property is located. For instance, royalty calculations can be substantially
different from state to state, depending on each state's interpretation of lease
language concerning the costs of production. We cannot guarantee that there will
be no litigation concerning the proper interpretation of the terms of our
leases. Adverse decisions in such litigation could result in material costs or
the loss of one or more leases.
We face competition from other companies in the exploration and development of
natural gas and for the acquisition of suitable leasehold interests. This
competition could result in an increase in our costs to acquire leasehold
interests and/or reduce the margins we achieve on sales of natural gas.
Competition to acquire leasehold interests, as well as competition in the
oil and gas exploration and production industry as a whole, is intense. We
compete with a number of companies that possess greater financial, marketing,
personnel, and other resources than are available to us. Different companies
evaluate potential acquisitions differently. This results in widely differing
bids. If other bidders are willing to pay higher prices than we believe are
supported by our evaluation criteria, then our ability to acquire prospects
could be limited. Low or uncertain prices for leasehold interests could cause
potential sellers to withhold or withdraw properties from the market. In such an
environment, we cannot guarantee that there will be a sufficient number of
suitable prospects available for acquisition. We may also be limited in our
options for developing prospects. As consolidation continues in the Powder River
Basin we expect leasehold acquisition costs to increase. In this type of an
environment, we will be required to acquire leasehold interests for costs that
are greater than we have paid historically.
We may not be able to obtain adequate financing to execute our operating
strategy.
We will address our long-term liquidity needs through the use of bank
credit facilities, the issuance of debt and equity securities, joint venture
financing, production payments and the use of cash provided by operating
activities.
The availability of these sources of capital will depend upon a number of
factors, some of which are beyond our control. These factors include general
economic and financial market conditions, natural gas prices and the market
value and operating performance of Pennaco. We may be unable to execute our
operating strategy if we cannot obtain capital from these sources.
Shut-in wells, curtailed production and other production interruptions may
affect our ability to do business and result in decreased revenues.
Our production may be curtailed or shut-in for considerable periods of time
due to any of the following factors:
- a lack of market demand;
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- government regulation;
- pipeline and processing interruptions;
- production allocations;
- equipment or manpower shortages;
- diminished pipeline capacity; and
- force majeure.
These curtailments may continue for a considerable period of time resulting in
a material adverse effect on our results of operations and financial condition.
We are subject to operating risks that may not be covered by our insurance.
The exploration for and production of natural gas involves certain
operating hazards, such as:
- well blowouts;
- craterings;
- explosions;
- uncontrollable flows of natural gas or well fluids;
- fires;
- formations with abnormal pressures;
- pipeline ruptures or spills;
- pollution;
- releases of toxic gas; and
- other environmental hazards and risks.
Any of these hazards could cause us to suffer substantial losses if they
occur. We may also be liable for environmental damage caused by previous owners
of the property we have leased. As a result, substantial liabilities to third
parties or governmental entities may be incurred, the payment of which could
reduce or eliminate our funds available for acquisitions, exploration and
development or cause us to suffer losses. In accordance with customary industry
practices, we maintain insurance against some, but not all, risks and losses. We
currently carry well control insurance as well as property and general liability
insurance. We may elect to self-insure if our management believes that the cost
of insurance, although available, is excessive relative to the risks presented.
The occurrence of an event that is not covered, or not fully covered, by
insurance could have a material adverse effect on our financial condition and
results of operations.
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Exploratory drilling is an uncertain process with many risks.
Exploratory drilling involves numerous risks, including the risk that we
will not find any commercially productive natural gas reservoirs. The cost of
drilling, completing and operating wells is often uncertain, and a number of
factors can delay or prevent drilling operations, including:
- unexpected drilling conditions;
- pressure or irregularities in formations;
- equipment failures or accidents;
- adverse weather conditions;
- compliance with governmental requirements; and
- shortages or delays in the availability of drilling rigs and the delivery
of equipment.
Our future drilling activities may not be successful, nor can we be sure
that our overall drilling success rate or our drilling success rate for activity
within a particular area will not decline. Unsuccessful drilling activities
could have a material adverse effect on our results of operations and financial
condition. Also, we may not be able to obtain any options or lease rights in
potential drilling locations. Although we have identified numerous potential
drilling locations, we cannot be sure that we will ever drill them or that we
will produce natural gas from them or any other potential drilling locations.
Hedging transactions may limit our potential gains.
To manage our exposure to price risks in the marketing of our natural gas,
we may enter into natural gas price hedging arrangements with respect to a
portion of our current production. These arrangements may include futures
contracts on the New York Mercantile Exchange or in the private over-the-counter
market. While intended to reduce the effects of volatile natural gas prices,
these transactions may limit our potential gains if natural gas prices were to
rise substantially over the price established by the hedge. In addition, such
transactions may expose us to the risk of financial loss in certain
circumstances, including instances in which:
- our production is less than expected;
- there is a widening of price differentials between delivery points for our
production and the delivery point assumed in the hedge arrangement;
- the counterparties to our future contracts fail to perform the contracts;
or
- a sudden, unexpected event materially impacts natural gas prices.
The loss of key personnel could adversely affect our ability to operate.
Our operations depend on a relatively small group of key management and
technical personnel. We cannot assure you that these individuals will remain
with us for the immediate or foreseeable future. The unexpected loss of the
services of one or more of these individuals could have a detrimental effect on
Pennaco.
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We have entered into employment agreements with only two of our principal
executive officers, Mr. Rady and Mr. Warren. Our future success will depend on
our ability to attract and retain skilled management personnel.
Our shares that are eligible for future sale may have an adverse effect on the
price of our stock.
As of December 31, 1999, 18,813,344 shares of common stock were
outstanding. In addition, options and warrants to purchase 4,024,978 shares are
outstanding, of which 1,249,500 were exercisable at December 31, 1999. These
outstanding options and warrants are exercisable at prices ranging from $1.25 to
$11.13 per share. Sales of substantial amounts of common stock, or a perception
that such sales could occur, and the existence of options or warrants to
purchase shares of common stock at prices that may be below the then current
market price of the common stock could adversely affect the market price of the
common stock and could impair our ability to raise capital through the sale of
our equity securities.
We do not anticipate paying dividends in the foreseeable future.
We do not anticipate paying cash dividends on our common stock in the
foreseeable future. Further, our ability to pay dividends is limited by our
credit facility with US Bank.
Our articles of incorporation and bylaws have provisions that discourage
corporate takeovers and could prevent stockholders from realizing a premium on
their investment.
Provisions in our articles of incorporation, bylaws and stockholders'
rights plan and the provisions of the Delaware General Corporation Law may
encourage persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with our board of directors rather than pursue
non-negotiated takeover attempts. Our articles of incorporation provide for a
classified board of directors. Our articles of incorporation also authorize our
board of directors to issue preferred stock without stockholder approval and to
set the rights, preferences, voting rights and other designations of those
shares as the board may determine. Additional provisions include restrictions on
business combinations and the availability of authorized but unissued common
stock. These provisions, alone or in combination with each other and with the
rights plan described below, may discourage transactions involving actual or
potential changes of control, including transactions that otherwise could
involve payment of a premium over prevailing market prices to stockholders for
their common stock.
Our board of directors has adopted a stockholders' rights plan. The rights
plan is designed to enhance the board's ability to prevent an acquirer from
depriving stockholders of the long-term value of their investment and to protect
stockholders against attempts to acquire Pennaco by means of unfair or abusive
takeover tactics. However, the existence of the rights plan may impede a
takeover of Pennaco not supported by the board, including a takeover that may be
desired by a majority of our stockholders or involving a premium over the
prevailing stock price.
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ACTUAL RESULTS MAY DIFFER FROM FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and any prospectus
supplement that relate to our business and the industry we operate in, are
forward-looking. Statements or assumptions related to or underlying such
forward-looking statements include, without limitation, statements regarding:
- the quality of our properties with regard to, among other things, the
existence of reserves in economic quantities;
- our ability to increase our reserves through exploration and development;
- anticipated domestic demand for natural gas and oil; and
- the adequacy of our sources of capital resources and liquidity.
Actual results may differ materially from those suggested by the forward-looking
statements for various reasons, including those discussed under "Risk Factors."
All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section. We
undertake no obligation to publicly release the result of any revisions to any
such forward-looking statements that may be made to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of the stock offered
hereby.
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PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of our common stock for
- each current director who owns shares,
- each officer who owns shares,
- all persons that we know beneficially own more than 5% of the
outstanding shares of our common stock,
- all Pennaco officers and directors as a group, and
- each of the security holders offering stock for sale pursuant to this
prospectus.
All persons listed, unless otherwise noted, have an address in care of
Pennaco's principal executive offices and have sole voting and investment
power with respect to their shares unless otherwise indicated. The
information presented under "Shares Beneficially Owned After Offering"
assumes that all of the shares offered by the selling stockholders will be
sold. Unless otherwise noted, each of the stockholders listed below has an
address c/o Pennaco Energy, Inc., 1050 17th Street, Suite 700, Denver,
Colorado 80265.
<TABLE>
<CAPTION>
Beneficial Ownership Before Offering Shares Being Beneficial Ownership After Offering
-------------------------------------- ------------------------------------
Name of Beneficial Owner (1) Shares Percent (2) Offered Shares Percent (2)
---------------------------- ---------------------- --------------- ------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Paul M. Rady............................... 1,157,144 (3)(15) 6.1% 285,715 871,429 4.5%
Glen C. Warren, Jr......................... 463,228 (4)(15) 2.4% 87,500 375,728 1.9%
Gregory V. Gibson.......................... 135,000 (5)(15) * -- 135,000 *
Terrell A. Dobkins......................... 93,750 (6)(15) * -- 93,750 *
David W. Lanza............................. 67,500 (7)(15) * -- 67,500 *
Kurt M. Peterson........................... -- (15) -- -- -- --
Brian A. Kuhn.............................. 56,250 (8)(15) * -- 56,250 *
Franklin Resources, Inc.................... 2,027,700 (9) 10.6% -- 2,027,700 10.6%
Centennial Energy Partners, L.L.C.......... 1,883,100 (10) 9.9% 863,500 1,019,600 5.3%
R.I.S. Resources International Corp........ 1,250,000 (15) 6.6% -- 1,250,000 6.6%
William Travis Brown....................... 87,500 (11)(16) * 25,000 62,500 *
State Street Research & Management......... 1,500,000 (12)(16) 7.9% 1,500,000 -- --
Arpels Financial Services Corporation...... 165,000 (16) * 165,000 -- --
Excalibur Funds Group...................... 110,000 (16) * 110,000 -- --
Jayvee & Co................................ 82,500 (16) * 82,500 -- --
Yorkton Securities, Inc.................... 75,200 (13)(16) * 75,200 -- --
Aton Venture Fund Ltd...................... 41,250 (16) * 41,250 -- --
Yorkton Securities in Trust for
Michael McMurrich........................ 33,000 (16) * 33,000 -- --
Dynachem, Inc.............................. 27,500 (16) * 27,500 -- --
All officers and directors as a group
(seven persons).......................... 1,972,872 (14)(15) 10.0% 373,215 1,599,657 8.2%
</TABLE>
______________
* Represents less than 1% of the Common Stock outstanding.
13
<PAGE>
(1) A person is deemed to be the beneficial owner of securities that can
be acquired by such person within 60 days of the date of measurement
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 of the date of
measurement have been exercised.
(2) Assumes 19,086,440 shares outstanding plus, for each individual, any
securities that specific person has the right to acquire upon exercise
of presently exercisable stock options and options that are
exercisable within 60 days of the date of measurement. 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 100,000 shares issuable upon the exercise of presently
exercisable stock options, exercisable at a price of $2.50 per share,
100,000 shares issuable upon the exercise of presently exercisable
stock options exercisable at $3.19 per share and 100,000 shares
issuable upon the exercise of presently exercisable stock options
exercisable at a price of $5.00 per share
(4) Includes 50,000 shares issuable upon the exercise of presently
exercisable stock options exercisable at a price of $2.50 per share,
38,228 shares issuable upon the exercise of presently exercisable
stock options exercisable at $3.25 per share, 62,500 shares issuable
upon the exercise of presently exercisable stock options exercisable
at $3.19 per share and 50,000 shares exercisable upon the exercise of
presently exercisable stock options exercisable at $5.00 per share.
(5) Includes 100,000 shares issuable upon the exercise of presently
exercisable stock options exercisable at a price of $1.25 per share
and 35,000 shares issuable upon the exercise of presently exercisable
stock options exercisable at a price of $3.19 per share. Mr. Gibson's
address is 2 Park Plaza, Suite 450, Irvine, California 92614.
(6) Includes 27,404 shares issuable upon the exercise of presently
exercisable stock options exercisable at $3.25 per share and 31,250
shares issuable upon the exercise of presently exercisable stock
options exercisable at $3.19 per share.
(7) Includes 15,000 shares issuable upon the exercise of presently
exercisable stock options exercisable at a price of $3.19 per share.
Mr. Lanza's address is 710 3rd Street, Marysville, California 95901.
(8) Includes 25,000 shares issuable upon the exercise of presently
exercisable stock options exercisable at $3.25 per share, 12,500
shares issuable upon the exercise of presently exercisable stock
options exercisable at $2.50 per share and 18,750 shares issuable upon
the exercise of presently exercisable stock options at $3.19 per
share.
(9) Pursuant to a Schedule 13G filed January 28, 2000, the shares
beneficially owned by Franklin Resources, Inc. are beneficially owned
by one or more open or closed-end investment companies or other
managed accounts which are advised by direct and indirect investment
advisory subsidiaries (the "Adviser Subsidiaries") of Franklin
Resources, Inc. ("FRI"). Such advisory contracts grant to such Adviser
Subsidiaries all investment and/or voting power over the securities
owned by such advisory clients. Therefore, such Adviser Subsidiaries
may be
14
<PAGE>
deemed to be, for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, the beneficial owner of the securities covered by this
statement.
Beneficial ownership by investment advisory subsidiaries and other
affiliates of FRI is being reported in conformity with the guidelines
articulated by the SEC staff in Release No. 34-39538 (January 12,
1998) relating to organizations, such as FRI, where related entities
exercise voting and investment powers over the securities being
reported independently from each other. The voting and investment
powers held by Franklin Mutual Advisers, LLC ("FMA"), formerly
Franklin Mutual Advisers, Inc., an indirect wholly owned investment
advisory subsidiary of FRI, are exercised independently from FRI and
from all other investment advisor subsidiaries of FRI (FRI, its
affiliates and investment advisor subsidiaries other than FMA are
collectively referred to herein as "FRI affiliates"). Furthermore,
FMA and FRI internal policies and procedures establish informational
barriers that prevent the flow between FMA and the FRI affiliates of
information that relates to the voting and investment powers over the
securities owned by their respective advisory clients. Consequently,
FMA and the FRI affiliates are each reporting the securities over
which they hold investment and voting power separately from each
other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal FRI
Shareholders") each own in excess of 10% of the outstanding Common
Stock of FRI and are the principal shareholders of FRI. FRI and the
Principal FRI Shareholders may be deemed to be, for purposes of Rule
13d-3 under the 1934 Act, the beneficial owner of securities held by
persons and entities advised by FRI subsidiaries. FRI, the Principal
FRI Shareholders and each of the Adviser Subsidiaries disclaim any
economic interest or beneficial ownership in any of the securities
covered by this statement.
(10) Pursuant to a Schedule 13G filed March 7, 2000, the shares
beneficially owned by Centennial Energy Partnership, L.L.C. may also
be attributed to Peter K. Seldin. Mr. Seldin is the managing member of
Centennial Energy Partners, L.L.C. and has been delegated the
authority to vote and dispose of the 1,883,100 shares of Common Stock
it beneficially owns.
(11) Includes 25,000 shares issuable upon the exercise of presently
exercisable stock purchase warrants, exercisable at a price of $1.75
per share and 12,500 shares issuable upon the exercise of currently
vested stock options, exercisable at a price of $2.50 per share.
(12) State Street Research and Management is an Investment Adviser
registered under Section 203 of the Investment Advisors Act of 1940.
The address of State Street is One Financial Center, 30/th/ Floor,
Boston, Massachusetts 02111-2640. The shares attributable to State
Street are owned by State Street's clients.
(13) Represents 75,200 shares issuable upon the exercise of stock purchase
warrants with an exercise price of $3.58 per share which expire on
September 3, 2000. The address of Yorkton Securities is 181 Bay
Street, Suite 3100, Box 830, Toronto, Ontario, M5J 2T3, Canada.
(14) Includes 699,382 shares issuable upon the exercise of presently
exercisable stock options.
(15) The date of measurement for this stockholder is March 17, 2000.
(16) The date of measurement for this stockholder is April 15, 1999.
15
<PAGE>
PLAN OF DISTRIBUTION
We are registering the common stock on behalf of selling stockholders. As
used in this prospectus, "selling stockholders" includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus. All costs, expenses and fees in connection with the registration of
the common stock offered hereby will be paid by us. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of common stock will
be borne by the selling stockholders. Sales of common stock may be effected by
selling stockholders from time to time in one or more types of transactions
(which may include block transactions) through the American Stock Exchange, in
negotiated transactions, through put or call option transactions relating to the
common stock, through short sales of common stock, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. These transactions may or may not involve brokers or dealers.
The selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of common stock
by the selling stockholders.
The selling stockholders may sell common stock directly to purchasers or to
or through broker-dealers, which may act as agents or principals. These broker-
dealers may receive compensation in the form of discounts, concessions, or
commissions from the selling stockholders and/or purchasers of common stock for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both. The compensation as to a particular broker-dealer might be in excess of
customary commissions.
The selling stockholders and any broker-dealers that act in connection with
the sale of common stock might be deemed to be "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the common stock sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. We have agreed to indemnify each selling
stockholder against liabilities, including liabilities arising under the
Securities Act. The selling stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
common stock against certain liabilities, including liabilities arising under
the Securities Act.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act. We
have informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.
Selling stockholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of the Rule.
When we are notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock, we will
file a supplement to this prospectus, if required, pursuant to Rule 424(b) under
the Act, disclosing
- the name of each such selling stockholder and of the participating
broker-dealer(s),
- the number of shares of common stock involved,
- the price at which such shares of common stock were sold,
16
<PAGE>
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that the broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus and
- other facts, material to the transaction.
In addition, when we are notified by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed. See "Principal and Selling Stockholders."
EXPERTS
Some of the information that appears in this registration statement
regarding the January 1, 2000 estimated quantities of reserves of the underlying
properties we own, the future net revenues from those reserves and their present
value is based on estimates of the reserves and present values prepared by or
derived from estimates prepared by Ryder Scott Company independent petroleum
engineers.
The financial statements of Pennaco Energy, Inc. as of December 31, 1999
and 1998 and for the year ended December 31, 1999 and for the period from
January 26, 1998 (inception) to December 31, 1998, have been incorporated by
reference in this prospectus and in the registration statement in reliance upon
the report of KPMG LLP, independent certified public accountants, incorporated
by reference in this prospectus, and upon the authority of that firm as experts
in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the Stock offered hereby have been
passed upon by Gibson, Haglund & Johnson. Mr. Gibson, a Director of the
Company, is a partner with Gibson, Haglund & Johnson and is the beneficial owner
of 135,000 shares of the Company's Common Stock. If the securities are being
distributed in an underwritten offering, the validity of the securities will be
passed upon for the underwriters by counsel identified in the related Prospectus
Supplement.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses of the offering are estimated to be as follows:
<TABLE>
<S> <C>
SEC Registration Fee.............................. $ 6,925
Printing Expenses................................. 9,500
Legal Fees and Expenses........................... 25,000
Accounting Fees and Expenses...................... 7,500
Transfer Agent Fees............................... 500
Miscellaneous..................................... 1,337
-------
TOTAL............................................. $50,762
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to 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 (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.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified,
II-1
<PAGE>
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
Article VIII and IX of Pennaco's Certificate of Incorporation provide that:
"A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this paragraph by the stockholders of
the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
"The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware (including, without limitation, Section
145 thereof), as amended from time to time, indemnify any officer or director
whom it shall have power to indemnify from and against any and all of the
expenses, liabilities or other losses of any nature. The indemnification
provided in this Article X shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity, while holding
such office, and shall continue as to a person who has ceased to be a officer or
director and shall inure to the benefit of the heirs, executors and
administrators of such a person."
Article VI of Pennaco's Bylaws further provides that Pennaco shall
indemnify its officers, directors, employees and agents to the fullest extent
permitted by law.
In addition, Pennaco and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
Pennaco or such persons may be required to make in respect thereof.
The limitations on liability in Article VIII described above would
apply to violations of the federal securities laws. However, the registrant has
been advised that in the opinion of the SEC, indemnification for liabilities
under the Securities Act of 1933 is against public policy and therefore
unenforceable.
II-2
<PAGE>
Item 16. Exhibits.
Exhibit
-------
No. Title
--- -----
*3.1 Certificate of Incorporation
*3.2 Bylaws
4.1 Form of Warrant (filed as Exhibit 4.1 to the Company's Form SB-2 File
No. 333-68317, filed December 3, 1998 and included herein by
reference)
5.1 Opinion of Gibson, Haglund & Johnson (filed as Exhibit 5.1 to
Company's form SB-2 File No. 333-68317 filed December 3, 1998 and
included herein by reference)
*23.1 Consent of KPMG LLP
*23.2 Consent of Ryder Scott Company
__________________
* Filed herewith.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any additional or changed material information on the
plan of distribution.
(2) that, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) that, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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 thereto.
The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, 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 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 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, to the City of Denver, State of Colorado, on the 22nd day of June,
2000.
PENNACO ENERGY, INC.
By: /s/ GLEN C. WARREN, JR.
--------------------------------
Glen C. Warren, Jr.
Chief Financial Officer and
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment has been signed by the following persons in the
capacities indicated on June 22, 2000.
* Chairman of the Board of Directors,
------------------------------
Paul M. Rady Chief Executive Officer, President
(Principal Executive Officer)
/s/ GLEN C. WARREN, JR. Chief Financial Officer, Executive Vice
------------------------------
Glen C. Warren President, and Director
(Principal Financial and Accounting Officer)
* Vice President - Legal, Secretary, Director
------------------------------
Gregory V. Gibson
* Director
------------------------------
David W. Lanza
______________________________ Director
Kurt M. Peterson
*By: /s/ GLEN C. WARREN, JR.
--------------------------
Glen C. Warren
Pursuant to a Power-of-Attorney filed with the
Registration Statement on Form SB-2 (333-68317)
on December 3, 1998.
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
-------
No. Title
--- -----
*3.1 Certificate of Incorporation
*3.2 Bylaws
4.1 Form of Warrant (filed as Exhibit 4.1 to the Company's Form SB-2 File
No. 333-68317, filed December 3, 1998 and included herein by
reference)
5.1 Opinion of Gibson, Haglund & Johnson (filed as Exhibit 5.1 to
Company's form SB-2 File No. 333-68317 filed December 3, 1998 and
included herein by reference)
*23.1 Consent of KPMG LLP
*23.2 Consent of Ryder Scott Company
____________________
* Filed herewith.
