<PAGE>
As filed with the Securities and Exchange Commission on September 21, 2000.
Registration No. 333-46172
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVISTAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 7374 76-0576212
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
1331 Lamar, Suite 1650
Houston, Texas 77010
(713) 652-4995
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John V. Sobchak
1331 Lamar, Suite 1650
Houston, Texas 77010
Telephone: (713) 756-1780
Telecopy: (713) 756-1744
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
George G. Young III Richard J. Wilkie
Haynes and Boone, LLP Howard B. Hacker
1000 Louisiana Street, Suite 4300 Kristy T. Harlan
Houston, Texas 77002 Akin, Gump, Strauss, Hauer & Feld,
Telephone: (713) 547-2081 L.L.P.
Telecopy: (713) 547-2600 1900 Pennzoil Place, South Tower
711 Louisiana Street
Houston, Texas 77002
Telephone: (713) 220-5800
Telecopy: (713) 236-0822
Approximate date of commencement of 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 of
1933, 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If 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 Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
The Registrant filed a Registration Statement on Form S-1 (SEC File No. 333-
46172) on September 20, 2000. Incorrect documents were filed as Exhibits 10.19
and 10.20. This Amendment No. 1 is filed for the purpose of filing the correct
Exhibits 10.19 and 10.20
PART II
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <C> <S>
(1) Underwriting Agreement
1.1 Form of Underwriting Agreement*
(3) Articles of Incorporation and By-laws
3.1 Certificate of Incorporation(1)
3.2 Certificate of Amendment to Certificate of Incorporation dated
February 17, 2000(1)
3.3 Certificate of Amendment to Certificate of Incorporation dated
September 7, 2000(1)
3.4 Certificate of Designation for Series A Preferred Stock dated
February 18, 2000(1)
3.5 Amended and Restated Bylaws(1)
(4) Instruments defining the rights of security holders, including
indentures
4.1 Form of Common Stock Certificate*
(5) Opinion regarding legality
5.1 Opinion of Haynes and Boone, LLP*
(10) Material Contracts
10.1 Asset Purchase Agreement between Oracle Corporation and Novistar,
Inc. dated February 16, 2000(1)
10.2 Stockholders Agreement among Oracle Corporation, Torch Energy
Advisors Incorporated and Novistar, Inc. dated February 18,
2000(1)
10.3 Oracle Alliance Agreement, including Amendment One, between Oracle
Corporation and Novistar, Inc. effective February 18, 2000(1)
10.4 Full Use Sublicense Addendum, including Amendment One, between
Oracle Corporation and Novistar, Inc. effective February 18,
2000(1)
10.5 Software License and Services Agreement, including Amendment One,
between Oracle Corporation and Novistar, Inc. effective February
18, 2000(1)
10.6 Sales Addendum between Oracle Corporation and Novistar, Inc. dated
February 18, 2000(1)
10.7 Amendment Two to the Order Form between Oracle Corporation and
Torch Energy Advisors Incorporated effective February 18, 2000(1)
10.8 Master Services Agreement between Bellwether Exploration Company
and Torch Operating Company, Torch Energy Marketing, Inc., Torch
Energy Advisors Incorporated and Novistar, Inc. effective October
1, 1999*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------
<C> <C> <S>
10.9 Oil and Gas Administrative Services Agreement between Novistar,
Inc. and Bellwether Exploration Company effective October 1,
1999*
10.10 Master Services Agreement among Nuevo Energy Company and Torch
Energy Advisors Incorporated, Torch Operating Company, Torch
Energy Marketing, Inc. and Novistar, Inc. effective as of January
1, 1999*
10.11 Oil and Gas Administration Services Agreement between Nuevo
Energy Company and Novistar, Inc. effective as of January 1,
1999*
10.12 Support Services Agreement between Torch Energy Advisors
Incorporated and Novistar, Inc. dated January 1, 2000*
10.13 Information Management and Accounting Services Agreement between
Novistar, Inc. and Torch Energy Advisors Incorporated effective
January 1, 2000*
10.14 Natural Gas Marketing Services Agreement between Nuevo Energy
Company and Torch Energy Marketing, Inc. effective as of January
1, 1999*
10.15 Crude Oil Marketing Services Agreement between Nuevo Energy
Company and Torch Energy Marketing, Inc. effective as of January
1, 1999*
10.16 Crude Oil and Natural Gas Marketing Services Agreement between
Bellwether Exploration Company and Torch Energy Marketing, Inc.
effective as of October 1, 1999*
10.17 1999 Stock Option Plan dated May 1, 1999(1)
10.18 Senior Subordinated Promissory Note to Oracle Corporation dated
February 18, 2000(1)
10.19 Senior Subordinated Promissory Note to Torch Energy Advisors
dated February 18, 2000
10.20 Senior Subordinated Revolving Promissory Note to Torch Energy
Advisors Incorporated dated February 16, 2000
(21) Subsidiaries of the Registrant
21.1 Subsidiaries(1)
(23) Consents of Experts and Counsel
23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1)*
23.2 Consent of Ernst & Young LLP
(24) Power of Attorney
24.1 Powers of Attorney(1)
(27) Financial Data Schedule
27.1 Financial Data Schedule(1)
</TABLE>
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* To be filed by amendment.
(1) Previously filed.
(b) Financial Statement Schedules
None.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement on Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Houston, Texas on September
21, 2000
NOVISTAR, INC.
By: /s/ John V. Sobchak
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John V. Sobchak
Chief Financial Officer
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has had been signed by the following persons in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Ray* President, Chief Executive September 21, 2000
______________________________________ Officer and Chairman
Thomas M. Ray (principal executive
officer)
/s/ John V. Sobchak Chief Financial Officer September 21, 2000
______________________________________ (principal financial and
John V. Sobchak accounting officer)
/s/ Michael B. Smith* Director September 21, 2000
______________________________________
Michael B. Smith
/s/ J. P. Bryan* Director September 21, 2000
______________________________________
J. P. Bryan
/s/ Frost Cochran* Director September 21, 2000
______________________________________
Frost Cochran
/s/ Ian Thacker* Director September 21, 2000
______________________________________
Ian Thacker
/s/ John V. Sobchak September 21, 2000
*By: _________________________________
John V. Sobchak
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <C> <S>
(1) Underwriting Agreement
1.1 Form of Underwriting Agreement*
(3) Articles of Incorporation and By-laws
3.1 Certificate of Incorporation(1)
3.2 Certificate of Amendment to Certificate of Incorporation dated
February 17, 2000(1)
3.3 Certificate of Amendment to Certificate of Incorporation dated
September 7, 2000(1)
3.4 Certificate of Designation for Series A Preferred Stock dated
February 18, 2000(1)
3.5 Amended and Restated Bylaws(1)
(4) Instruments defining the rights of security holders, including
indentures
4.1 Form of Common Stock Certificate*
(5) Opinion regarding legality
5.1 Opinion of Haynes and Boone, LLP*
(10) Material Contracts
10.1 Asset Purchase Agreement between Oracle Corporation and Novistar,
Inc. dated February 16, 2000(1)
10.2 Stockholders Agreement among Oracle Corporation, Torch Energy
Advisors Incorporated and Novistar, Inc. dated February 18,
2000(1)
10.3 Oracle Alliance Agreement, including Amendment One, between
Oracle Corporation and Novistar, Inc. effective February 18,
2000(1)
10.4 Full Use Sublicense Addendum, including Amendment One, between
Oracle Corporation and Novistar, Inc. effective February 18,
2000(1)
10.5 Software License and Services Agreement, including Amendment One,
between Oracle Corporation and Novistar, Inc. effective February
18, 2000(1)
10.6 Sales Addendum between Oracle Corporation and Novistar, Inc.
dated February 18, 2000(1)
10.7 Amendment Two to the Order Form between Oracle Corporation and
Torch Energy Advisors Incorporated effective February 18, 2000(1)
10.8 Master Services Agreement between Bellwether Exploration Company
and Torch Operating Company, Torch Energy Marketing, Inc., Torch
Energy Advisors Incorporated and Novistar, Inc. effective October
1, 1999*
10.9 Oil and Gas Administrative Services Agreement between Novistar,
Inc. and Bellwether Exploration Company effective October 1,
1999*
10.10 Master Services Agreement among Nuevo Energy Company and Torch
Energy Advisors Incorporated, Torch Operating Company, Torch
Energy Marketing, Inc. and Novistar, Inc. effective as of January
1, 1999*
10.11 Oil and Gas Administration Services Agreement between Nuevo
Energy Company and Novistar, Inc. effective as of January 1,
1999*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------------------------------------
<C> <C> <S>
10.12 Support Services Agreement between Torch Energy Advisors
Incorporated and Novistar, Inc. dated January 1, 2000*
10.13 Information Management and Accounting Services Agreement between
Novistar, Inc. and Torch Energy Advisors Incorporated effective
January 1, 2000*
10.14 Natural Gas Marketing Services Agreement between Nuevo Energy
Company and Torch Energy Marketing, Inc. effective as of January
1, 1999*
10.15 Crude Oil Marketing Services Agreement between Nuevo Energy
Company and Torch Energy Marketing, Inc. effective as of January
1, 1999*
10.16 Crude Oil and Natural Gas Marketing Services Agreement between
Bellwether Exploration Company and Torch Energy Marketing, Inc.
effective as of October 1, 1999*
10.17 1999 Stock Option Plan dated May 1, 1999(1)
10.18 Senior Subordinated Promissory Note to Oracle Corporation dated
February 18, 2000(1)
10.19 Senior Subordinated Promissory Note to Torch Energy Advisors
dated February 18, 2000
10.20 Senior Subordinated Revolving Promissory Note to Torch Energy
Advisors Incorporated dated February 16, 2000
(21) Subsidiaries of the Registrant
21.1 Subsidiaries(1)
(23) Consents of Experts and Counsel
23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1)*
23.2 Consent of Ernst & Young LLP
(24) Power of Attorney
24.1 Powers of Attorney(1)
(27) Financial Data Schedule
27.1 Financial Data Schedule(1)
</TABLE>
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* To be filed by amendment.
(1) Previously filed.
