<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EVERGREEN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-0834147
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1401 SEVENTEENTH STREET, SUITE 1200
DENVER, COLORADO 80202
(303) 298-8100
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
MARK S. SEXTON
CHIEF EXECUTIVE OFFICER
EVERGREEN RESOURCES, INC.
1401 SEVENTEENTH ST., SUITE 1200
DENVER, COLORADO 80202
(303) 298-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
DOUGLAS A. MAYS
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
3300 ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28202
(704) 331-4977
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this registration statement becomes effective.
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: : /X/ 333-78203
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 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
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, no par value(1)....... 528,128 $28.90625 $15,266,200 $4,030.28
shares
</TABLE>
(1) Each share of the registrant's common stock includes one stock purchase
right.
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-78203) filed by Evergreen Resources, Inc. with the Securities and
Exchange Commission on May 11, 1999, which was declared effective by the
Commission on May 24, 1999, including the exhibits and supplements thereto, are
incorporated herein by reference.
We hereby certify to the Securities and Exchange Commission that:
-- we have instructed our bank to pay the Securities and Exchange
Commission the filing fee set forth on the cover page of this
registration statement by a wire transfer of that amount to the
account of the Securities and Exchange Commission at Mellon Bank as
soon as practicable (but no later than the close of business on
November 3, 2000);
-- we will not revoke those instructions;
-- we have sufficient funds in the relevant account to cover the amount
of the filing fee; and
-- we will confirm receipt of the instructions by our bank during the
bank's regular hours of business no later than November 3, 2000.
<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 Denver, State of Colorado, on November 2, 2000.
By: /s/ Kevin R. Collins
--------------------------
Kevin R. Collins
Vice President-Finance,
Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 2, 2000 by the following
persons in the capacities indicated:
By: /s/ Mark S. Sexton*
--------------------------------------------------
Mark S. Sexton, President, Chief Executive
Officer and Director (principal executive officer)
By: /s/ Kevin R. Collins
--------------------------------------------------
Kevin R. Collins, Vice President--Finance,
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
By: /s/ Alain Blanchard*
--------------------------------------------------
Alain Blanchard, Director
By: /s/ Dennis R. Carlton*
--------------------------------------------------
Dennis R. Carlton, Director
By: /s/ Larry D. Estridge*
--------------------------------------------------
Larry D. Estridge, Director
By: /s/ John J. Ryan III*
--------------------------------------------------
John J. Ryan III, Director
By: /s/ Scott D. Sheffield*
--------------------------------------------------
Scott D. Sheffield, Director
By:
--------------------------------------------------
Arthur L. Smith, Director
*By: /s/ Kevin R. Collins
--------------------------------------------------
Kevin R. Collins, Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Berenbaum, Weinshienk & Eason, P.C.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Berenbaum, Weinshienk & Eason, P.C. (included in Exhibit 5.1)
23.3 Consent of Resource Services International, Inc.
23.4 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of attorney*
</TABLE>
-------------------
*Previously filed
