AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998
Registration No. 333-24643
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
AMERAC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other
jurisdiction 75-2181442
of incorporation or (I.R.S. Employer
organization) Identification No.)
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002
(713) 308-5250
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------
JAMES H. PRICE
VICE PRESIDENT - FINANCE
AMERAC ENERGY CORPORATION
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002
(713) 308-5250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
EXPLANATORY NOTE
Amerac Energy Corporation (the "Registrant") previously filed a
Registration Statement on Form S-3 (Registration Number 333-24643) (the
"Registration Statement") covering up to 1,677,459 shares of its common stock,
par value $.05 per share ("Common Stock"), to be sold from time to time by the
selling shareholders named in the Registration Statement, and 154,175 shares of
Common Stock issuable upon the exercise of certain warrants described in the
Registration Statement (the "Warrants"). Pursuant to this Post-Effective
Amendment No. 1 to the Registration Statement, the Registrant deregisters all
such shares of its Common Stock not previously sold, including all such shares
of Common Stock issuable upon the exercise of Warrants. In accordance with the
Amended and Restated Agreement and Plan of Merger, dated as of November 17, 1997
(the "Merger Agreement"), by and among Southern Mineral Corporation ("SMC"), SMC
Acquisition Corp. ("Sub") and the Registrant, effective upon the filing with the
Secretary of State of the State of Delaware on January 28, 1998, Sub merged with
and into the Registrant and the Registrant became a wholly owned subsidiary of
SMC (the "Merger"). At such time, pursuant to and in accordance with the Merger
Agreement, all of the Common Stock of the Registrant outstanding immediately
prior to the Merger (except as otherwise provided in the Merger Agreement) was
converted to the right to receive shares of the common stock, par value $.01 per
share, of SMC, and cash in lieu of any fractional shares. The reason for
deregistration is the consummation of the Merger. All shares of Common Stock are
now being deregistered and the Registration Statement shall have no further
force or effect.
II - 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on June 5, 1998.
AMERAC ENERGY CORPORATION
By: /s/ JAMES H. PRICE
James H. Price
Vice President - Finance
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Director, President and Chief
/s/ STEVEN H. MIKEL Executive Officer (principal
Steven H. Mikel executive officer) June 5, 1998
Director and Vice President-Finance
/s/ JAMES H. PRICE (principal financial and accounting
James H. Price officer) June 5, 1998
/s/ JOHN A. WALKER Director and Vice President -
John A. Walker Exploration June 5, 1998
