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As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Spinnaker Exploration Company
(Exact name of registrant as specified in its charter)
Delaware 1311 76-0560101
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification No.)
of incorporation or
organization)
1200 Smith Street, Suite 800
Houston, Texas 77002
(713) 759-1770
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
James M. Alexander
Vice President, Chief Financial Officer and Secretary
Spinnaker Exploration Company
1200 Smith Street, Suite 800
Houston, Texas 77002
(713) 759-1770
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Scott N. Wulfe Walter J. Smith
Vinson & Elkins L.L.P. Baker Botts L.L.P.
2300 First City Tower 3000 One Shell Plaza
1001 Fannin 910 Louisiana
Houston, Texas 77002-6760 Houston, Texas 77002
(713) 758-2222 (713) 229-1234
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-41626
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of each class of maximum offering Proposed maximum
securities to be Amount to be price per aggregate Amount of
registered registered share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 1,000,000(1) $26.25 $26,250,000 $6,930
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(1) Includes 100,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Based upon the public offering price.
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EXPLANATORY NOTE
This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of
Spinnaker Exploration Company, a Delaware corporation, pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (Registration No. 333-41626) are incorporated
in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on August 11, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee and (iv) it will confirm receipt of such
instructions by the bank during regular business hours on August 11, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 10th day of August, 2000.
SPINNAKER EXPLORATION COMPANY
/s/ Roger L. Jarvis
By: _________________________________
Name: Roger L. Jarvis
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Roger L. Jarvis Chairman, President and Chief Executive
___________________________________________ Officer and Director (Principal Executive
Roger L. Jarvis Officer)
/s/ James M. Alexander Vice President, Chief Financial Officer and
___________________________________________ Secretary (Principal Financial Officer)
James M. Alexander
/s/ Jeffrey C. Zaruba Treasurer (Principal Accounting Officer)
___________________________________________
Jeffrey C. Zaruba
* Director
___________________________________________
Bjarte Bruheim
* Director
___________________________________________
Sheldon R. Erikson
* Director
___________________________________________
Jeffrey A. Harris
* Director
___________________________________________
Michael E. McMahon
* Director
___________________________________________
Reidar Michaelsen
* Director
___________________________________________
Howard H. Newman
</TABLE>
/s/ James M. Alexander
*By: ________________________________
James M. Alexander
as attorney-in-fact
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INDEX TO EXHIBITS
<TABLE>
<C> <S>
+1.1 --Form of Underwriting Agreement
3.1 --Certificate of Incorporation of Spinnaker, as amended (incorporated
by reference to Exhibit 3.1 to Spinnaker's Registration Statement on
Form S-1 (Commission File No. 333-83093))
3.2 --Restated Bylaws of Spinnaker (incorporated by reference to Exhibit
3.2 to Spinnaker's Registration Statement on Form S-1 (Commission
File No. 333-83093))
+4.1 --Specimen Common Stock certificate
*5.1 --Opinion of Vinson & Elkins L.L.P.
10.1 --Second Amended and Restated Data Contribution Agreement between
Petroleum Geo-Services ASA, Seismic Energy Holdings, Inc., Spinnaker
Exploration Company, L.L.C. and Spinnaker dated June 30, 1999
(incorporated by reference to Exhibit 10.1 to Spinnaker's
Registration Statement on Form S-1 (Commission File No. 333-83093))
10.2 --Amended and Restated 1998 Spinnaker Stock Option Plan (incorporated
by reference to Exhibit 10.2 to Spinnaker's Registration Statement
on Form S-1 (Commission File No. 333-83093))
10.3 --Amended and Restated Stockholders Agreement by and among Spinnaker,
Warburg, Pincus Ventures, Petroleum Geo-Services, Roger L. Jarvis,
James M. Alexander, William D. Hubbard, Kelly M. Barnes and certain
other stockholders of Spinnaker (including the Registration Rights
Agreement as Exhibit A to the Stockholders Agreement) (incorporated
by reference to Exhibit 10.3 to Spinnaker's Registration Statement
on Form S-1 (Commission File No. 333-83093))
10.3.1 --First Amendment to the Amended and Restated Stockholders Agreement
by and among Spinnaker, Warburg, Pincus Ventures, Petroleum Geo-
Services, Roger L. Jarvis, James M. Alexander, William D. Hubbard,
Kelly M. Barnes and certain other stockholders of Spinnaker
(incorporated by reference to Exhibit 10.3.1 to Spinnaker's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
10.4 --Second Amended and Restated Credit Agreement for a $75.0 million
credit facility among Spinnaker, Credit Suisse First Boston and TD
Securities (USA) Inc. dated July 20, 2000 (incorporated by reference
to Exhibit 10.4 to Spinnaker's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000)
+10.5 --Form of Lock-Up Agreement
10.6 --Employment Agreement between Spinnaker and Roger L. Jarvis dated
December 20, 1996, as amended (incorporated by reference to Exhibit
10.6 to Spinnaker's Registration Statement on Form S-1 (Commission
File No. 333-83093))
10.7 --Employment Agreement between Spinnaker and James M. Alexander dated
December 20, 1996, as amended (incorporated by reference to Exhibit
10.7 to Spinnaker's Registration Statement on Form S-1 (Commission
File No. 333-83093))
10.8 --Employment Agreement between Spinnaker and William D. Hubbard dated
February 24, 1997, as amended (incorporated by reference to Exhibit
10.8 to Spinnaker's Registration Statement on Form S-1 (Commission
File No. 333-83093))
10.9 --Employment Agreement between Spinnaker and Kelly M. Barnes dated
February 24, 1997, as amended (incorporated by reference to Exhibit
10.9 to Spinnaker's Registration Statement on Form S-1 (Commission
File No. 333-83093))
10.10 --1999 Spinnaker Stock Incentive Plan (incorporated by reference to
Exhibit 10.10 to Spinnaker's Registration Statement on Form S-1
(Commission File No. 333-83093))
10.11 --1999 Spinnaker Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.11 to Spinnaker's Registration Statement on
Form S-1 (Commission File No. 333-83093))
</TABLE>
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<TABLE>
<C> <S>
10.12 --Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.12 to Spinnaker's Registration Statement on Form S-1
(Commission File No. 333-83093))
10.13 --Adjunct Stock Option Plan (incorporated by reference to Exhibit 4.3
to Spinnaker's Registration Statement on Form S-8 (Commission File No.
333-36592))
21.1 --Subsidiaries of Spinnaker Exploration Company (incorporated by
reference to Exhibit 21.1 to Spinnaker's Registration Statement on
Form S-1 (Commission File No. 333-83093))
*23.1 --Consent of Arthur Andersen LLP
*23.2 --Consent of Ryder Scott Company, L.P.
*23.3 --Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto)
+24.1 --Power of Attorney
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* Filed herewith.
+ Incorporated by reference to our Registration Statement on Form S-1
(Registration No. 333-41626).
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