Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOUBLE EAGLE PETROLEUM AND MINING CO.
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(Exact Name of Registrant as Specified in Its Charter)
Wyoming
-----------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
83-0214692
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(I.R.S. Employer Identification No.)
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
(307) 237-9330
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Stephen H. Hollis, President
Double Eagle Petroleum And Mining Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
(307) 237-9330
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Alan L. Talesnick, Esquire
Francis B. Barron, Esquire
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, 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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of each Proposed maximum maximum
class of Amount to be offering price aggregate Amount of
securities to be registered per share offering price registration
registered fee
<S> <C> <C> <C> <C>
Common Stock 400,000 $4.3125 $1,728,600 $481
Common Stock
Underlying Stock
Options 100,000 $2.00 $200,000 $56
TOTAL 500,000 $1,928,600 $537
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low prices of
the Company's Common Stock as reported on the Nasdaq SmallCap Stock Market
on November 10, 1999, which is within five business days of the date of
filing (November __, 1999).
</TABLE>
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 the 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.
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PRELIMINARY PROSPECTUS DATED NOVEMBER 16, 1999
SUBJECT TO COMPLETION
DOUBLE EAGLE PETROLEUM AND MINING CO.
500,000 Shares Of Common Stock
This Prospectus relates to the transfer of up to 500,000 shares of common
stock of Double Eagle Mining And Petroleum Co. by the selling shareholders
identified in this prospectus. We will not receive any of the proceeds from the
sale of these shares. These shares include 400,000 shares that were acquired by
the selling shareholders pursuant to a private placement exempt from
registration pursuant to federal and state securities laws in October 1999 and
100,000 shares that may be issued upon the exercise of stock options issued in a
private placement to one entity in July 1999.
The selling shareholders may sell their shares at market prices prevailing
at the time of transfer, prices related to the prevailing market prices, or
negotiated prices.
Our common stock is listed on the Nasdaq SmallCap Stock Market under the
symbol "DBLE". On November 12, 1999, the closing sale price of the common stock
was $4.4375 per share.
Investing in the common stock involves certain risks. See the "Risk
Factors" section beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999
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<PAGE>
TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY..................................................2
RISK FACTORS........................................................3
THE COMPANY.........................................................5
PLAN OF DISTRIBUTION................................................7
LEGAL MATTERS.......................................................9
EXPERTS.............................................................9
SECURITIES AND EXCHANGE COMMISSION POSITION ON
CERTAIN INDEMNIFICATION..........................................10
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS............................................10
WHERE YOU CAN FIND MORE INFORMATION................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................11
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the Common Stock. You should read this entire
prospectus carefully, including the "Risk Factors" section.
<TABLE>
<S> <C>
The Company We explore for, develop, produce and sell crude
oil and natural gas. We concentrate our
activities in areas in which we believe we have
accumulated detailed geologic knowledge and
developed significant management experience. Our
current areas of exploration and development are
focused in:
o the Moxa Arch in southwestern Wyoming
o the Powder River Basin in northeastern Wyoming
o the Washakie Basin in south central Wyoming
o the Wind River Basin in central Wyoming, and
o the Christmas Meadows area in northeastern Utah
As of August 31, 1999, we owned interests in a
total of approximately 263 gross, 10.95 net,
producing wells.
The Offering The selling shareholders may sell a total of
500,000 shares of common stock. These shares
consist of 400,000 shares acquired by the selling
shareholders pursuant to a private placement
exempt from registration pursuant to federal and
state securities laws in October 1999 and 100,000
shares that may be issued upon the exercise of
stock options issued in a private placement to one
entity in July 1999.
We will not receive any proceeds from the sale of
common stock by the selling shareholders.
Company Offices Our offices are located at 777 Overland Trail
(P.O. Box 766), Casper, Wyoming 82602, telephone
number (307) 237-9330.
</TABLE>
RISK FACTORS
The purchase of shares of common stock involves a high degree of risk.
Before purchasing common stock, you should read this entire prospectus and
consider the following factors concerning the company in addition to the other
information in this prospectus.
We have had operating losses in the past.
We have reported net losses for four of our past six fiscal years,
including losses of $420,278 in 1998, $21,143 in 1996, $341,616 in 1994, and
$76,421 in 1993. In addition, without considering net proceeds from sales of
properties, we had net losses before taxes of $514,297 in 1998, $19,820 in 1997,
$139,638 in 1996, $387,583 in 1995, $350,088 in 1994, and $213,500 in 1993.
There is no assurance that our current or future operations will be profitable.
We depend on a key employee.
We are highly dependent on the services of Stephen H. Hollis, our Chairman
of the Board and Chief Executive Officer. The loss of Mr. Hollis could have a
material adverse effect on us. We do not carry "key man" life insurance on Mr.
Hollis.
We cannot predict the future price of oil and natural gas.
Our revenues, profitability and liquidity are substantially dependent upon
prevailing prices for oil and natural gas, which can be extremely volatile and
in recent years have been depressed by excess total domestic and imported
supplies. Prices also are affected by actions of state and local agencies, the
United States and foreign governments, and international cartels. In addition,
sales of oil and natural gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. These external
factors and the volatile nature of the energy markets make it difficult to
estimate future prices of oil and natural gas. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on our financial condition and results of operations, including reduced
cash flow and borrowing capacity. All of these factors are beyond our control.
We could be adversely impacted by changes in the oil and gas market.
The marketability of our oil and gas production depends in part upon the
availability, proximity and capacity of gas gathering systems, pipelines and
processing facilities. Federal and state regulation of oil and gas production
and transportation, general economic conditions, changes in supply and changes
in demand all could adversely affect our ability to produce and market its oil
and natural gas. If market factors were to change dramatically, the financial
impact could be substantial because we would incur expenses without receiving
revenues from the sale of production. The availability of markets is beyond our
control.
We may be unable to find additional reserves.
Our revenues depend on whether we acquire or find additional reserves.
Unless we acquire properties containing proved reserves or conduct successful
exploration and development activities, or both, our proved reserves will
decline as reserves are produced. Our planned exploration and development
projects may not result in significant additional reserves. We may be unable to
drill productive wells at low reserve replacement costs.
<PAGE>
Our stock price may be adversely impacted by our choice of accounting method.
We use the "successful efforts" method for capitalizing costs of completed
oil and gas wells. Under the successful efforts method, only the costs
attributable to successful exploratory wells and the costs of development wells
within a producing field are reflected in property and equipment. Producing and
non-producing properties are evaluated periodically and, if conditions warrant,
an impairment allowance is provided. The impairment allowance is a one-time
charge to earnings which does not impact cash flow from operating activities,
but may result in a negative impression in the investment community and lower
stock prices.
Oil and gas operations are inherently risky.
The nature of the oil and gas business involves a variety of risks,
including the risks of operating hazards such as fires, explosions, cratering,
blow-outs, and encountering formations with abnormal pressures. The occurrence
of any of these risks could result in losses. We maintain insurance against
some, but not all, of these risks. Management believes that the level of
insurance against these risks is reasonable and is in accordance with customary
industry practices. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on our financial position and
results of operations.
New government regulation and environmental risks could increase our costs.
The production and sale of oil and gas are subject to a variety of federal,
state and local government regulations. These include:
o the prevention of waste
o the discharge of materials into the environment
o the conservation of oil and natural gas, pollution, permits for drilling
operations, drilling bonds, reports concerning operations
o the spacing of wells
o the unitization and pooling of properties
Many jurisdictions have at various times imposed limitations on the
production of oil and gas by restricting the rate of flow for oil and gas wells
below their actual capacity to produce. Because current regulations covering
our operations are subject to change at any time, and despite our belief that we
are in substantial compliance with applicable environmental and other government
laws and regulations, we may incur significant costs for compliance in the
future.
Our prices may be impacted adversely by new taxes.
The federal, state and local governments in which we operate impose taxes
on the oil and gas products we sell. In the past, there has been a significant
amount of discussion by legislators and presidential administrations concerning
a variety of energy tax proposals. In addition, many states have raised state
taxes on energy sources and additional increases may occur. We cannot predict
whether any of these measures would have an adverse impact on oil and natural
gas prices.
A block of our stock is owned by insiders.
As of May 3, 1999, our current officers and directors as a group, together
with their affiliates, owned approximately 23.7 percent of our stock.
Our reserves and future net revenues may differ significantly from our
estimates.
<PAGE>
The documents incorporated by reference into this Prospectus contain
estimates of our reserves and future net revenues. We prepared these documents
and they have not been reviewed by an independent petroleum engineer. The
estimates of reserves and future net earnings are not exact and are based on
many variable and uncertain factors; therefore, the estimates may vary
substantially depending, in part, on the assumptions made and may be subject to
adjustment either up or down in the future. The actual amounts of production,
revenues, taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the estimated amounts. In addition, estimates of reserves also are extremely
sensitive to the market prices for oil and gas.
There is limited liquidity in our shares.
There is a limited market for our shares and an investor cannot expect to
liquidate his investment regardless of the necessity of doing so. The prices of
our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with them as it may
not be economical for them to do so. This could have an adverse effect on
developing and sustaining the market for our shares securities. In addition,
there is no assurance that an investor will be in a position to borrow funds
using our shares as collateral.
THE COMPANY
We explore for, develop, produce and sell crude oil and natural gas. We
concentrate our activities in areas in which we believe we have accumulated
detailed geologic knowledge and developed significant management experience.
Our current areas of exploration and development are focused in:
o the Moxa Arch in southwestern Wyoming
o the Powder River Basin in northeastern Wyoming
o the Washakie Basin in south central Wyoming
o the Wind River Basin in central Wyoming, and
o the Christmas Meadows area in northeastern Utah
As of August 31, 1999, we owned interests in a total of approximately 263
gross, 10.95 net, producing wells.
Our common stock is traded on the Nasdaq SmallCap Market under the ticker
symbol "DBLE" and our warrants are traded under the symbol "DBLEW". On November
10, 1999, the last sale prices were $4.50 per share of common stock and $1.53125
per warrant. Our corporate office is located at 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602. Our telephone number is (307) 237-9330 and our fax
number is (307) 266-1823.
Recent Developments
For the year ended August 31, 1999, oil constituted approximately 75
percent and natural gas constituted approximately 25 percent of our production
(calculating six thousand cubic feet ("Mcf") of gas production as equal to one
barrel of oil production). We also have undeveloped acreage in other basins and
are evaluating the possibility of additional activity in other areas.
In December 1998, we issued 374,750 shares of common stock, together with
warrants to purchase 374,750 shares of common stock, in a private placement
exempt from federal and state securities laws. The warrants entitle their
holders to purchase common stock at a price of $1.375 per share until October
16, 2003. The warrants are different than the common stock purchase warrants
that the Company sold in a public offering in December 1996.
<PAGE>
In October 1998, we issued options to purchase 36,500 shares of common
stock, at an exercise price of $1.375 per share, to Thomas J. Vessels in
connection with a services agreement that we entered into with Mr. Vessels. Mr.
Vessels subsequently was elected to serve as a member of our board of directors
under that services agreement. In December 1998, Mr. Vessels also purchased
76,750 shares of common stock and 76,750 warrants in the private placement
described above.
In July 1999, Phoenix Alliance, Inc. agreed to provide consulting services
to us. Phoenix Alliance agreed to implement a public relations program, provide
financial public relations information to the investment community, and to
provide other agreed upon services. These services were provided for a three-
month period and then on a month-to-month basis. We agreed to issue Phoenix
Alliance warrants to purchase 100,000 shares of common stock for $2.00 per share
until July 29, 2002. This prospectus will be used by Phoenix Alliance to sell
the common stock that it will receive if it exercises the warrants. Phoenix
Alliance agreed not to sell any of those shares before July 29, 2000. See "Plan
Of Distribution."
In October 1999, we issued 400,000 shares of common stock at $2.75 per
share, for total proceeds of $1.1 million, in a private placement to the selling
shareholders. This prospectus will be used by the selling shareholders to sell
the common stock they purchased in that private placement. See "Plan Of
Distribution".
Summary And Status of Our Significant Projects
The following is a summary of the current status of our significant
projects:
ALLEN #1 DEEP WELL (Fremont County, Wyoming) has been drilled and cased to
a depth of 12,160 feet. Completion of the well is scheduled to begin October
29, 1999. We are the operator and have a 23.53% working interest before payout
and up to a 36.04% working interest after payout depending on the formation in
which the well is completed.
CAVE GULCH #4-19 WELL (Cave Gulch Field, Natrona County, Wyoming). We
anticipate this well, which is operated by Barrett Resources Corporation, to
again begin drilling in the next 90 days. We have a 2% working interest before
payout and 1% after payout. The well's progress was halted on August 13, 1998
to use the well to kill the blowout sustained by Barrett at its #1-29 well.
That well, which is / mile away from the #4-19, is now back on line producing 15
million cubic feet per day ("MMCFD").
COW CREEK FIELD (Carbon County, Wyoming). We hired a consulting engineer
to construct a plan of development to recomplete a well as a coal bed methane
producer. Work began on October 1, 1999. We continue to increase our acreage
holdings, which are now at 39,102 gross and 19,579 net acres, in the prospect.
Nine coal bed methane wells have been staked by other operators in the area.
GRAHAM WELL (Fremont County, Wyoming). We are testing the flow of natural
gas from our 100% owned and operated #2 Well into Tom Brown Inc.'s
gathering/separation facility. Early indications from the Tom Brown Inc. staff
indicate the well should produce 200 Mcf per day for us.
MOXA ARCH (Sweetwater County, Wyoming). We have working interests ranging
from 1.625% to 10.78% in five wells initially proposed by Cabot Oil and Gas
Company. Each well will be drilled to an average depth of 11,000 feet to
evaluate the Frontier and Dakota Formations at an average total cost of $550,000
per well. One well has reached its total depth with good gas shows in both
formations. We anticipate that the remaining wells will be drilled in sequence
during the fourth quarter of calendar 1999 _ and perhaps during January 2000.
<PAGE>
PINEDALE ANTICLINE (Mesa Unit, Sublette County, Wyoming). We have a 6.25%
working interest in a well that began drilling on September 5, 1999 by Questar
Corporation. The well has been drilled and cased to 13,050 feet and completion
work is scheduled to begin October 28, 1999. The well is a one-half mile offset
to a well recently drilled and completed by Ultra Resources for 5 MMCFD. New
completion techniques in this area have been perfected by McMurry Oil Company
and Amoco at Jonah Field, 20 miles southeast. One additional well currently is
drilling.
ROCK ISLAND (#4-H Well, Sweetwater County, Wyoming). We have begun
receiving a portion of our royalty payment from the production of the #4-H well,
which began production in May 1999 at a rate of 12 MMCFD. A similar well
currently is being drilled by Union Pacific Resources Corporation two miles
away, which also will begin providing royalty payments to us. That well should
be completed by the end of calendar year 1999.
Strategy
Our strategy is to increase our cash flow and oil and gas reserves by
developing and marketing oil and gas prospects. When marketing a prospect to
another entity, we attempt to receive a promoted or carried interest in the
initial well for the prospect. We then will participate proportionately in the
drilling of any development wells on the prospect. In prior years, we have
undertaken to assemble a large acreage position and sell it to others while
retaining a royalty position. By attempting to direct our focus to generation
of geologic prospects with a promoted interest at the exploratory phase and a
participating interest at the development stage, we will be using more resources
for drilling rather than for lease acquisition. We believe that in a shorter
time period we will be exposed to a greater number of opportunities to increase
reserves and cash flow.
PLAN OF DISTRIBUTION
We are registering 500,000 shares of our common stock on behalf of the
selling shareholders pursuant to registration rights granted to the selling
shareholders. We issued 400,000 of these shares to the selling shareholders in
a private placement exempt from registration under federal and state securities
laws in October 1999. The other 100,000 shares may be purchased by one of the
selling shareholders, Phoenix Alliance, upon the exercise of stock options
issued in a private placement exempt from registration in July 1999. Phoenix
Alliance may not sell any of these shares prior to July 29, 2000. We will bear
all fees and expenses incident to our obligation to register these shares. We
will not receive any of the proceeds from the sale of these shares, although we
will receive the exercise price of Phoenix Alliance's options if they are
exercised. Those funds, if any, will be used for working capital and general
and administrative purposes.
The selling shareholders, or their donees, pledgees, transferees or other
successors in interest, may choose to sell their shares from time to time on any
national securities exchange or quotation service (including The Nasdaq SmallCap
Market), in the over-the-counter market or through the writing of options, at
market prices prevailing at the time of the sale, at prices related to the then
prevailing market prices, in privately negotiated transactions or through a
combination of these methods. In addition, the selling shareholders, or their
donees, pledgees, transferees or other successors in interest, may choose one or
or more of the following alternatives:
<PAGE>
o a block trade in which a broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal in order to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus; and
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
The selling shareholders may enter into hedging transactions with broker-
dealers, which may in turn engage in short sales of the shares in the course of
hedging in positions they assume. The selling shareholders also may sell shares
short and deliver shares to close out short positions, or loan or pledge shares
to broker-dealers that in turn may sell the shares.
If the selling shareholders effect such transactions by selling shares to
or through underwriters, broker-dealers or agents, such underwriters, brokers,
dealers or agents may receive commissions in the form of discounts, concessions
or commissions from the selling shareholders or commissions from purchasers of
shares from whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters,
brokers-dealers or agents may be in excess of those customary in the types of
transactions involved).
The selling shareholders and any broker-dealers who act in connection with
the sale of their shares of our common stock under this prospectus may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933 and any commissions received by them and profit on any resale of their
shares of our common stock as principals might be deemed to be underwriting
discounts and commissions under the Securities Act. We have agreed to indemnify
the selling shareholders and any such brokers against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
Wasserstein Perella Securities, Inc. has been acting as a market-maker in
our shares. The selling shareholders, including Wasserstein Perella Securities,
Inc., and any other person participating in the distribution will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations under the 1934 Act, including, without limitation, Regulation M of
the 1934 Act, which may limit the timing of purchases and sales of any of the
offered securities by the selling shareholders and any other relevant person.
Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of the offered securities to engage in market-making activities
with respect to the particular shares being distributed. All of the above may
affect the marketability of the shares and the ability of any person or entity,
including Wasserstein Perella, to engage in market-making activities with
respect to the shares.
The following table sets forth the names of the selling shareholders, the
number of shares of common stock owned by the selling shareholders before the
offering, the number of shares of common stock to be offered by the selling
shareholders, the number of shares owned by the selling shareholders after the
offering, and the percentage of shares of common stock owned after the offering.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Of Common Stock Number Of Number Of
Owned Before Shares To Be Shares Owned
Name Offering Offered (1) After Offering
<S> <C> <C> <C>
Wasserstein Perella Securities, 200,000 200,000 0
John Lockridge 245,500 87,500 158,000
Robert G. James 77,000 77,000 0
Catherine James Paglia 7,000 7,000 0
Ralph M. James 3,500 3,500 0
H. Leigh Severance 17,000 7,000 10,000
H.L. Severance Pension Plan And 23,000 3,000 20,000
Trust (established 1-26-77)
H.L. Severance Profit Sharing 18,000 8,000 10,000
Plan (established 1-26-77)
H. Leigh Severance Trustee FBO 14,000 4,000 10,000
Emily A. Severance Irrevocable
Trust (established 8/15/95)
Sharon M. Severance 3,000 3,000 0
Phoenix Alliance 188,000(2)(3) 100,000(3) 88,000
TOTAL SHARES OFFERED 500,000
<FN>
__________________
(1) The number of shares of common stock to be sold assumes that the selling
shareholders elect to sell all the shares of Common Stock received in the
private placement.
(2) Includes 100,000 shares of common stock underlying options to purchase
common stock for $2.00 per share until July 29, 2002.
(3) Includes 88,000 shares owned by Phil Huss, the President and owner of
Phoenix Alliance, Inc.
</TABLE>
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with this offering, including the validity of the issuance of the securities
offered under this prospectus. Attorneys employed by that law firm beneficially
own 31,000 shares of common stock, and 31,000 common stock purchase warrants
that were purchased in the Company's December 1996 public offering.
EXPERTS
The consolidated financial statements of Double Eagle Petroleum And Mining
Co. appearing in our Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1998 have been audited by Lovelett, Hargens & Skogen, P.C., formerly
known as Hocker, Lovelett, Hargens & Skogen, P.C., independent auditors, as set
forth in their report included in the Annual Report and incorporated in this
prospectus by reference. Those financial statements are incorporated in this
prospectus by reference in reliance upon that report and upon the authority of
that firm as experts in auditing and accounting.
SECURITIES AND EXCHANGECOMMISSION POSITION ON
CERTAIN INDEMNIFICATION
The Wyoming Business Corporation Act (the "WBCA") provides for mandatory
indemnification of directors and officers of a corporation in connection with an
action, suit or proceeding brought by reason of their position as a director or
officer if they are wholly successful, on the merits or otherwise, in defense of
the proceeding. The WBCA also allows a corporation to indemnify directors or
officers in such proceedings if the director or officer acted in good faith, in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.
<PAGE>
Our articles of incorporation provide that directors and officers shall be
indemnified for reasonable expenses or liability incurred in connection with any
proceeding to which they are made a party by reason of their status as a
director or officer except if they are adjudged to be liable for fraud or
misconduct.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us under the
foregoing provisions, we have been informed that, in the opinion of the
Securities And Exchange Commission, that indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference include "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in or incorporated into this
prospectus regarding our financial position, business strategy, plans and
objectives of our management for future operations and capital expenditures are
forward-looking statements. Although we believe that the expectations reflected
in those forward-looking statements are reasonable, we cannot be sure that these
expectations will prove to be correct.
Additional statements concerning important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements") are
disclosed in this prospectus, including the "Risk Factors" section, and in the
documents incorporated into this prospectus. All written and oral forward-
looking statements attributable to us or persons acting on our behalf subsequent
to the date of this prospectus are expressly qualified in their entirety by the
Cautionary Statements.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 we filed
with the SEC under the Securities Act. This prospectus does not contain all the
information included in the registration statement and exhibits to the
registration statement. Statements included in this prospectus concerning the
content of any contract or other document referred to are not necessarily
complete. For further information, please review the registration statement and
to the exhibits and schedules filed with the registration statement. In each
instance where a statement contained in this prospectus regards the contents of
any contract or other document filed as an exhibit to the registration
statement, you shall review the copy of that contract or other document filed as
an exhibit to the registration statement for complete information. Those
statements are qualified in all respects by this reference.
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. The reports and other information that we
file with the SEC can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, Room
1024 and at the following regional offices of the SEC: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Documents filed electronically by the Company with the
SEC are available at the SEC's World Wide Web site at http://www.sec.gov. The
------------------
SEC's World Wide Web site contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
Information about the operation of the SEC's public reference facilities may be
obtained by calling the SEC at 1-800-SEC-0330.
<PAGE>
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.
We incorporate by reference the documents listed below, which were filed
with the SEC under the Exchange Act:
o Our Annual Report on Form 10-KSB for the year ended August 31, 1998;
o Our Quarterly Reports on Form 10-QSB for the quarters ended November 30,
1998, February 28, 1999, and May 31, 1999;
o The description of our common stock contained in our registration statement
on Form 10, filed on September 11, 1972;
o Our Proxy Statement dated December 14, 1998 concerning our Annual Meeting
of Shareholders held on January 20, 1999; and
o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this prospectus and prior to the termination
of the offering made under this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for copies should be directed to Stephen H.
Hollis, President, Double Eagle Petroleum And Mining Co., 777 Overland Trail
(P.O. Box 766), Casper, Wyoming 82602, telephone (307) 237-9330.
<PAGE>
<TABLE>
<S> <C>
DOUBLE EAGLE PETROLEUM
AND MINING CO.
500,000 Shares of Common Stock
</TABLE>
<TABLE>
<S> <C> <C>
________________________
SELLING SHAREHOLDER
PROSPECTUS
________________________
TABLE OF CONTENTS Page
----
PROSPECTUS SUMMARY................ 3
RISK FACTORS...................... 3
THE COMPANY....................... 5
PLAN OF DISTRIBUTION.............. 7
LEGAL MATTERS..................... 9
EXPERTS........................... 9
SECURITIES AND EXCHANGE
COMMISSION POSITION ON ___________, 1999
CERTAIN INDEMNIFICATION......... 10
DISCLOSURE REGARDING FORWARD
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS........... 10
WHERE YOU CAN FIND MORE
INFORMATION..................... 10
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE.................... 11
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
- -----------------------------------------------------
The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the registration of the securities being offered. The selling shareholders will
not pay any of the following expenses.
Registration Fee $ 537
Nasdaq SmallCap Stock Market Additional Listing Fee $ 5,000
AccountingxFeeseand Expenses* $ 1,250
Legal Fees and Expenses* $ 6,000
Blue Sky Fees and Expenses* $ 500
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 713
Total $ 14,500
- --------------------
* Estimated
Item 15. Indemnification Of Directors And Officers.
- ---------------------------------------------------
Sections 17-16-852 and 17-16-856 of the Wyoming Business Corporation Act
(the "Wyoming Act") provide for mandatory indemnification by a corporation of
reasonable expenses incurred by a director or officer in connection with any
proceeding brought by reason of his position as a director or officer, so long
as he was wholly successful, on the merits or otherwise, in defense of the
proceeding.
In addition, under Section 17-16-851 of the Wyoming Act, a corporation may
indemnify a director who is party to a proceeding because of his status as a
director if "(i) He conducted himself in good faith; and (ii) He reasonably
believed that his conduct was in or at least not opposed to the corporation's
best interests; and (iii) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful; or (iv) He engaged in
conduct for which broader indemnification has been made permissible or
obligatory under a provision of the articles of incorporation, as authorized by
W.S. 17-16-202(b)(v) [under which a corporation may include provisions in its
permitting further indemnification of directors]."
Under Section 17-16-856 of the Wyoming Act, an officer may be indemnified
to the same extent as directors. If an officer is not also a director, the
corporation may further indemnify him except for (i) liability in actions
brought by or in the right of the corporation, other than for reasonable
expenses incurred therein, or (ii) liability arising out of conduct that
constitutes receipt of an improper personal benefit to which he is not entitled,
intentional infliction of harm on the corporation or the shareholders, or
intentional violation of criminal law. If an officer also is a director but the
proceeding was brought solely on the basis of his status as an officer, he also
may be indemnified as provided in this paragraph.
Our articles of incorporation provide that directors and officers shall be
indemnified for reasonable expenses or liability incurred in connection with any
proceeding to which they are made a party by reason of their status as a
director or officer except if they are adjudged to be liable for fraud or
misconduct.
The provisions of Section 17-18-101 and the following sections of the
Wyoming Act, which sections are referred to as the "Wyoming Management Stability
Act", could have the effect of delaying, deferring or preventing change in
control of the Company or the removal of existing management, and as a result
could prevent our stockholders from being paid a premium for their shares of
common stock.
<PAGE>
Item 16. Exhibits.
- ------------------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration Statement on Form SB-2
filed on October 11, 1996, SEC Registration No. 333-14011.
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Lovelett, Hargens & Skogen, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
Item 17. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 hereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, 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.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) that, for determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) to file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Casper, State of Wyoming, on,the 15th day of November
1999.
DOUBLE EAGLE PETROLEUM AND MINING CO.
By: /s/ Stephen H. Hollis
------------------------------------------
Stephen H. Hollis, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint Stephen H. Hollis, with
full power of substitution, as attorney-in-fact in their names, place and stead
to execute any and all amendments to this Registration Statement in the
capacities set forth opposite their name and hereby ratify all that said
attorney-in-fact or his substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen H. Hollis Chairman Of the board, Chief November 15, 1999
- ----------------------
Stephen H. Hollis Executive Officer, President,
Treasurer, and Director
(Principal Executive Officer
and Principal Financial and
Accounting Officer)
/s/ Ken M. Daraie Director November 15, 1999
- ------------------
Ken M. Daraie
/s/ Thomas J. Vessels Director November 15, 1999
- ----------------------
Thomas J. Vessels
</TABLE>
<PAGE>
EXHIBIT INDEX
(Attached To And Made A Part Of This Registration Statement On Form S-3
For Double Eagle Petroleum And Mining Co. Dated November 16, 1999)
The following is a complete list of Exhibits filed as part of this
Registration Statement:
Number Description
- ------ -----------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration Statement on Form SB-2
filed on October 11, 1996, SEC Registration No. 333-14011.
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Lovelett, Hargens & Skogen, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
<PAGE>
Exhibit 5
---------
November 16, 1999
Double Eagle Petroleum And Mining Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82601
Gentlemen and Ladies:
We have acted as counsel for Double Eagle Petroleum And Mining Co. (the
"Company") in connection with the registration on Form S-3 under the Securities
Act of 1933, as amended, of 500,000 shares of the Company's $.10 par value
common stock (the "Common Stock").
We have examined the Company's Articles Of Incorporation, as amended, its
Bylaws, as amended, and the record of its corporate proceedings with respect to
the registration described above. In addition, we have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 500,000 shares of
Common Stock whose transfer is being registered by the Company will be, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-3 (the "Registration Statement"), legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering and to the filing of this opinion as an
exhibit to the Company's Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
<PAGE>
Exhibit 23.1
------------
Lovelett, Hargens & Skogen, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration
Statement of Double Eagle Petroleum And Mining Co. (the "Company") on Form S-3
of our report dated October 22, 1998 relating to the Company's financial
statements included in its Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1998.
We also consent to the reference to us under the heading "Experts" in this
Registration Statement.
LOVELETT, HARGENS & SKOGEN, P.C.
/s/ Lovelett, Hargens & Skogen, P.C.
Casper Wyoming
November 15, 1999
