As Filed With the Securities and Exchange Commission on June 22, 1998
Registration Statement No. 33-91452
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
DELTA PETROLEUM CORPORATION
(Exact Name of Registrant in its Charter)
Colorado
(State or other jurisdiction of 84-1060803
incorporation or organization) (I.R.S. Employer Identification No.)
Suite 3310, 555 17th Street, Denver, Colorado 80202
(303) 293-9133
(Address and telephone number of principal
executive offices and principal place of business)
Aleron H. Larson, Jr., Chairman/C.E.O
Delta Petroleum Corporation
Suite 3300, 555 17th Street
Denver, Colorado 80202
(303) 293-9133
(Name, address and telephone
number of agent for service)
Copies to:
STANLEY F. FREEDMAN, ESQ.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202-5427
(303) 893-2300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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 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. -- --
CALCULATION OF REGISTRATION FEE
Proposed Maximum Amount of
Title of Class of Securities Amount to be Aggregate Registration
to be Registered Registered Offering Price(1) Fee
Common Stock, $.01 889,500 $3.50 (2)
Par Value
____________________
(1) Estimated solely for the purpose of computing the amount of registration
fee based on the closing price of Registrant's
Common Stock on the Nasdaq Small-Cap Market on June 19, 1998.
(2) A Registration Fee of $6,453.67 was paid at the time of the initial
filing.
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
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.
SUBJECT TO COMPLETION; DATED __________ __, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
DELTA PETROLEUM CORPORATION
889,500 Shares of Common Stock
$0.01 par value per share
Of the 889,500 shares of the common stock, $0.01 par value (the
"Common Stock"), of Delta Petroleum Corporation ("Delta" or the
"Company") registered hereunder all 889,500 shares are for the account
of the owners (collectively, the "Selling Shareholders"). The Company
will not receive any proceeds from the sale of the Common Stock sold by
the Selling Shareholders.
The Company's Common Stock is traded on the Nasdaq Small-Cap Market
under the symbol "DPTR." On June 19, 1998, the last reported
price for the Common Stock on the Nasdaq Small-Cap Market was $3.50.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL DILUTION. THESE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN BEAR THE ECONOMIC RISK OF THIS INVESTMENT. SEE
"RISK FACTORS" AND "DILUTION."
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Company anticipates that sales may be effected from time to
time, by or for the accounts of the Selling Shareholders, in the Nasdaq
Small-Cap Market, in negotiated transactions or otherwise. Sales will
be made through broker-dealers acting as agent for the Selling
Shareholders or to broker-dealers who may purchase the Common Stock as
principals and thereafter sell the shares from time to time in the
Nasdaq Small-Cap Market, in negotiated transactions, or otherwise.
Sales will be made at market prices prevailing at the times of the sales
or at negotiated prices. See "Plan of Distribution."
The date of this Prospectus is _____________ __, 1998
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the
Commission located at 7 World Trade Center, New York, New York
10048 and 500 West Madison, 14th Floor, Chicago, Illinois 60661.
Copies can be obtained by mail at prescribed rates. Requests for
copies should be directed to the Commission's Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other
information regarding registrants that file electronically.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all exhibits, amendments and
supplements, the "Registration Statement") of which this Prospectus
constitutes a part, under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules of the
Commission. For further information pertaining to the Company,
reference is made to the Registration Statement. Statements
contained in this Prospectus or any document incorporated herein by
reference concerning the provisions of documents are necessarily
summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable document
filed with the Commission. Copies of the Registration Statement
are on file at the offices of the Commission, and may be inspected
without charge at the offices of the Commission, the addresses of
which are set forth above, and copies may be obtained from the
Commission at prescribed rates. The Registration Statement has
been filed electronically through the Commission's Electronic Data
Gathering, Analysis and Retrieval System and may be obtained
through the Commission's Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following Company documents shall be deemed to be
incorporated in this Prospectus and to be a part hereof from the
date of the filing of such documents:
1. Quarterly Report on Form 10-QSB for the period ended March
31, 1998, Exchange Act reporting file number 0-16203.
2. Current Report on Form 8-K dated April 3, 1998, Exchange Act
reporting file number 0-16203.
3. Quarterly Report on Form 10-QSB for the period ended December
31, 1997, Exchange Act reporting file number 0-16203.
4. Quarterly Report on Form 10-QSB for the period ended September
30, 1997, Exchange Act reporting file number 0-16203.
5. Annual Report on Form 10-KSB for the fiscal year ended June
30, 1997, Exchange Act reporting file number 0-16203.
6. Proxy solicitation materials for Annual Meeting of
Shareholders held on November 25, 1997, Exchange Act reporting
file number 0-16203.
7. All documents filed by the Company, subsequent to the date of
this prospectus, pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering described herein.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is
also incorporated herein by reference modifies or replaces such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person,
a copy (without exhibits) of any or all documents incorporated by
reference in this Prospectus. Requests for such copies should be
directed to Aleron H. Larson, Jr., Delta Petroleum Corporation,
Suite 3310, 555 17th Street, Denver, Colorado 80202, or (303)
293-9133.
TABLE OF CONTENTS
PAGE
THE COMPANY ..................................................... 5
RISK FACTORS .................................................... 5
USE OF PROCEEDS ................................................. 10
DILUTION ........................................................ 11
SELLING SHAREHOLDERS ............................................ 12
PLAN OF DISTRIBUTION ............................................ 14
DESCRIPTION OF COMMON STOCK ..................................... 15
EXPERTS ......................................................... 16
LEGAL MATTERS ................................................... 16
THE COMPANY
General
Delta Petroleum Corporation (the "Company") is a Colorado
corporation organized December 21, 1984 and maintains its principal
executive offices at Suite 3310, 555 Seventeenth Street, Denver,
Colorado, 80202.
The Company is engaged in the acquisition, operation,
exploration and development of oil and gas properties. As of June
30, 1997, the Company had varying interests in 96 gross (18.61 net)
productive wells located in six states. The Company has
undeveloped properties in five states, including interests in four
federal units and one lease offshore California. Twenty-four of
the Company's wells are operated by the Company. The remaining
wells are operated by independent operators. All Company wells are
operated under contracts that are standard in the industry. The
Company does not presently have any foreign operations. At June
30, 1997, the Company estimated its proved reserves attributable to
its onshore properties to be 163,000 Bbls of oil and 5.42 Bcf of
gas, of which 34,000 Bbls of oil and 3.42 Bcf of gas are proved
developed reserves. At June 30, 1997, the Company estimated its
proved undeveloped reserves attributable to its offshore California
properties, based upon reserve reports, to be 72,328,000 Bbls of
oil and 77.7 Bcf of gas. See, however, the discussion with respect
to offshore California reserves and "RISK FACTORS -- Uncertainty of
Reserve Estimates."
RISK FACTORS
Prospective investors should consider carefully, in addition
to the other information in this Prospectus, the following:
1. Shortages of Working Capital and Funding. The Company's
level of oil and gas activities, including exploration and
development of existing properties, and additional property
acquisition, will be significantly dependent on the Company's
ability to successfully conclude funding transactions. No
assurances can be given that such funding transactions will be
completed successfully.
As of March 31, 1998, current liabilities exceeded current
assets by $372,415. The Company believes that its current working
capital deficit can be funded through operations.
2. History of Losses; No Assurance of Profitability. The
Company has incurred substantial losses from its operations to date
and at March 31, 1998 had an accumulated deficit of $16,045,991.
During the nine months ended March 31, 1998, the Company received
total revenue of $1,890,905 against which it incurred expenses of
$2,319,269 (which resulted in a net loss for the nine months of
$428,394) , while during the fiscal year ended June 30, 1997 the
Company received total revenues of $1,812,456 against which it
incurred expenses of $4,269,463 (which resulted in a net loss for
the year of $2,457,007). Moreover, during the 1996 fiscal year the
Company received total revenues of $1,385,317 but incurred expenses
of $4,713,547 (which resulted in a net loss for the year of
$3,328,230). There are no assurances that the Company will ever
achieve profitability.
3. Concerns Relating to Development of Offshore California
Properties. The Company's Offshore California proved undeveloped
reserves are attributable to its interests in four federal units
(plus one additional lease) located offshore California near Santa
Barbara. While these interests represent ownership of substantial
oil and gas reserves classified as proved undeveloped, the cost to
develop the reserves will be very substantial. The Company may be
required to farm out all or a portion of its interests in these
properties to a third party if it cannot fund its share of the
development costs. There can be no assurance that the Company can
farm out its interests on acceptable terms. If the Company were to
farm out its interests in these properties, its share of the proved
reserves attributable to the properties would be decreased
substantially. The Company may also incur substantial dilution of
its interests in the properties if it elects to use other methods
of financing the development costs.
These units have been formally approved and are regulated by
the Minerals Management Service of the federal government.
However, due to a history of opposition to offshore drilling and
production in California by some individuals and groups, the
process of obtaining all of the necessary permits and
authorizations to develop the properties will be lengthy. While
the federal government has recently attempted to expedite the
permitting process, there can be no assurance that it will be
successful in doing so. The Company does not have a controlling
interest in and does not act as the operator of any of the offshore
California properties and consequently will not control the timing
of either the development of the properties or the expenditures for
development. Management and its independent engineering
consultants have considered these factors relating to timing of the
development of the reserves in the preparation of the reserve
information relating to these properties. As additional
information becomes available in the future, the Company's
estimates of the proved undeveloped reserves attributable to these
properties could change, and such changes could be substantial.
4. Uncertainty of Reserve Estimates. The reserve estimates,
which are included in the notes to the financial statements
included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1997, are inherently uncertain until
such time as drilling is completed. Further, such estimates are
based upon assumptions made by an independent petroleum engineer,
which assumptions may or may not ultimately prove to be accurate.
Consequently, actual expenditures, production and revenues may vary
substantially from the reserve estimates provided, which variance
could have a material effect upon the estimated quantity and
present value of such reserves.
The Company has obtained an estimate of the reserves contained
in the Company's California offshore properties as of July 1, 1997
from an independent petroleum engineering consultant who had not
been utilized by the Company in the past. While the new reserve
estimate reflects a quantity of reserves substantially similar to
the reserve estimate included in the notes to the Company's
financial statements for the fiscal year ended June 30, 1996, the
net present value of such reserves is reduced from the value which
was estimated in earlier studies, principally because the new
consultant estimated that the subject reserves would be developed
over a longer period of time than was previously forecasted.
Further, other engineers could reach different conclusions
regarding the reserves or the projected revenues from such
reserves. See "RISK FACTORS--Concerns Relating to Development of
Offshore California Properties."
5. Substantial Costs to Develop Reserves. During the year
ended June 30, 1997, the Company participated in the drilling
and/or completion/recompletion of 7 gas wells and 2 oil wells in
Oklahoma and Wyoming. Management anticipates that the Company will
participate in the drilling of a total of 15 to 20 new wells during
the fiscal year ending June 30, 1998. Although management believes
that the Company will participate in the drilling of additional
wells during the current fiscal year, the Company's level of oil
and gas activity, including exploration and development and
property acquisitions, will be to a significant extent dependent on
the Company's ability to successfully conclude funding
transactions, of which there is no assurance.
The Company expects to continue incurring costs to acquire,
explore and develop oil and gas properties, and management predicts
that these costs (together with general and administrative
expenses) will be in excess of funds available from revenues from
properties owned by the Company or existing cash on hand. It is
anticipated that the source of funds to carry out such exploration
and development will come from a combination of the Company's sale
of working interests in oil and gas leases, production revenues,
sales of the Company's securities, and funds from any funding
transactions in which the Company might engage.
In addition, the Company's independent petroleum engineer has
provided estimates to the Company indicating that the anticipated
costs associated with the development of the Company's Offshore
California proved undeveloped reserves will be significantly in
excess of the total value of all of the Company's assets at the
present time. The source of funding of such costs is currently
unknown, but it is likely that the Company may be required to farm
out some or all of its interests in these properties to a third
party if it cannot provide its share of the development costs from
some other source. There can be no assurance that the Company can
farm out its interests on acceptable terms. If the Company were to
farm out its interests in these properties, its share of the proved
reserves attributable to the properties would be decreased
substantially. The Company may also incur substantial dilution of
its interests in the properties if it elects to use other methods
of financing the development costs.
6. Dependence on Oil and Gas Prices. The Company's oil and
gas exploration and production activities are dependent on the
actual prices for oil and gas. The prices for oil and gas are
dependent on a number of factors, including the extent of domestic
production and imports of oil; the competitive position of oil and
gas as a source of energy as compared with coal, atomic energy,
hydroelectric power, and other energy sources; the refining
capacity of prospective oil purchasers; the availability and
capacity of pipelines and other means of transportation; and the
effect of federal and state regulation on production,
transportation, and sale of oil and gas. Such factors are beyond
the Company's control or influence. The volatility of prices of
oil and gas, which has been substantial in the past and may
continue to be high in the future, may have material effects on the
Company's liquidity and capital resources. Additionally, the
valuation of the Company's proven and unproven oil and gas
properties and its production revenues could vary and fluctuate
significantly with changes in oil and gas prices.
7. Shares Available for Resale. Of the Company's presently
outstanding shares of Common Stock, 918,980 shares of "restricted
securities" (the "UFG Owned Shares") are owned by the Company's
former parent, Underwriters Financial Group, Inc. ("UFG"), which
has filed for protection under federal bankruptcy laws. Under the
terms of a settlement agreement reached among the Company, UFG and
Snyder Oil Corporation ("SOCO"), UFG granted a lien to SOCO on the
UFG Owned Shares. While the settlement agreement imposes certain
restrictions upon the sales of the UFG Owned Shares into the public
market in addition to any restrictions provided by SEC Rule 144 for
affiliates, SOCO and the Trustee in Bankruptcy for UFG intend to
effectuate the sale of the UFG Owned Shares as soon as practicable.
Investors should be aware that such sale of the UFG Owned Shares
may, in the future, have a depressive effect on the price of the
Company's Common Stock.
8. Competition. Oil and gas exploration and acquisition of
undeveloped properties is a highly competitive and speculative
business. The Company competes with a number of other companies,
including major oil companies and other independent operators which
are more experienced and which have greater financial resources.
The Company does not hold a significant competitive position in the
oil and gas industry.
9. Governmental Regulation and Control. The activities of
the Company are subject to extensive federal, state, and local laws
and regulations controlling not only the exploration for and sale
of oil, but also the possible effects of such activities on the
environment. Present as well as future legislation and regulations
could cause additional expenditures, restrictions and delays in the
Company's business, the extent of which cannot be predicted, and
may require the Company to cease operations in some circumstances.
In addition, the production and sale of oil and gas are subject to
various governmental controls. Because federal energy policies are
still uncertain and are subject to constant revisions, no
prediction can be made as to the ultimate effect of such
governmental policies and controls on the Company.
10. Dependence Upon Operators. The Company operates only a
small portion of most of the wells in which it owns an interest.
As such, the Company is dependent upon the operator of most of its
wells to make most decisions concerning such things as whether or
not to drill additional wells, how much production to take from
such wells, or whether or not to cease operation of certain wells.
While the Company, as a working interest owner, may have some voice
in the decisions concerning the wells, it is not the primary
decision maker concerning them. Therefore, the Company may be
unable to cause wells to be drilled even though it may have the
funds with which to pay its proportionate share of the expenses of
such drilling.
11. General Risks Inherent in Oil and Gas Drilling. The
Company's business is subject to all risks inherent in the
exploration and development of oil and gas properties, including
but not limited to environmental damage, personal injury, and other
occurrences that could result in the Company incurring substantial
losses and liabilities to third parties. In its own activities,
the Company purchases insurance against risks customarily insured
against by others conducting similar activities. Nevertheless, the
Company is not insured against all losses or liabilities which may
arise from all hazards because such insurance is not available at
economic rates, because the operator has not purchased such
insurance, or because of other factors. Any uninsured loss could
have a material adverse effect on the Company.
12. No Long Term Contracts. The Company does not have any
long-term supply or similar agreements with governments or
authorities pursuant to which the Company acts as producer. The
Company, therefore, is dependent upon its ability to sell oil and
gas at the then current prices. There can be no assurance the
purchasers will be available or that the price they are willing to
pay will remain stable.
13. Lack of Diversification. Since all of the Company's
resources are allocated to one business area, purchasers of the
Company's common stock will be risking essentially their entire
investment in a venture that is unable to spread the risk of loss
over several projects with the hope that at least one will succeed.
14. Voting Rights. Holders of the common stock are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the present shareholders will be able to
elect all of the directors of the Company, and holders of the
common stock offered hereby will not be able to elect a
representative to the Company's Board of Directors. See
"DESCRIPTION OF COMMON STOCK."
15. Lack of Prospective Dividends. There can be no assurance
that the proposed operations of the Company will result in
sufficient revenues to enable the Company to operate at profitable
levels or to generate a positive cash flow. For the foreseeable
future, it is anticipated that any earnings which may be generated
from operations of the Company will be used to finance the growth
of the Company and that dividends will not be paid to holders of
common stock. See "DESCRIPTION OF COMMON STOCK."
16. No Assurance of a Public Market. The Company's common
stock is listed on the Nasdaq Small-Cap Market and trades under the
symbol "DPTR." To date, trading volumes for the Company's common
stock have been relatively light. Average weekly trading volume
for the twelve months ended June 19, 1998 was 78,750 shares . The
high sales price during such period was $4.50, while the low sales
price during the same period was $1.66 .
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Common Stock being registered hereunder for sale by the Selling
Shareholders. The Company may receive proceeds upon the exercise
of outstanding warrants or options by the Selling Shareholders,
which proceeds, if any, would be used for working capital and
drilling and development of the Company's properties. See
"COMPANY."
DILUTION
As of March 31, 1998, the Company had 5,436,758 shares of common
stock issued and outstanding with a net tangible book value of $10,022,742
or $1.84 per share. Net tangible book value per share represents
the amount of the Company's total assets less total liabilities, divided
by the number of shares of common stock outstanding. The following
tables set forth the dilution to be incurred by investors acquiring
common stock.
Selling Shareholder Shares
Assumes Offering Price (1) $ 3.50
Net tangible book value per
share at March 31, 1998 $ 1.84
Dilution to Purchasers of
common stock $ 1.66
Dilution to Purchasers as
Percentage of Purchase
Price 47.43%
(1) Assumes a purchase price of $3.50. The closing bid price of the
Company's common stock on NASDAQ on June 19, 1998, was $3.50.
SELLING SHAREHOLDERS
The following table indicates the Selling Shareholders
currently known to the Company. The calculations are based upon
outstanding shares at June 19, 1998 of 5,510,858 .
Number of
Shares of
Common Stock % Held
Owned Prior to Prior to Common Stock
Name the Offering Offering to be Sold
Burdette A. Ogle 761,891(1) 13.83% 100,000(1)
GlobeMedia AG 500,000(2) 9.07% 500,000(2)
Hunter Equities 50,000(3) .91% 50,000(3)
Kevin S. Miller 15,000(4) 0.27% 15,000(4)
Ken Lucas 42,500(5) 0.77% 42,500(5)
Craig Scott 21,250(6) 0.39% 21,250(6)
Glenn Kennedy 21,250(7) 0.39% 21,250(7)
Dublin Holding 50,000(8) 0.91% 50,000(8)
Inc.
Terry D. Enright 30,000(9) 0.54% 15,000(9)
Kent Lina 2,000(10) 0.04% 2,000(10)
Estate of
Don E. Mettler 23,125(11) 0.42% 10,000(12)
James S. & Mindy
Cassel 21,438(13) 0.39% 21,438(13)
Scott E. Salpeter 625(14) 0.01% 625(14)
Steven B. Bronson 35,219(15) 0.64% 35,219(15)
Eric R. Elliott 1,531(16) 0.03% 1,531(16)
Barry F. Booth 1,531(17) 0.03% 1,531(17)
Barry E. Steiner 625(18) 0.01% 625(18)
Bruce C. Barber 1,531(19) 0.03% 1,531(19)
TOTAL 1,579,516 28.66% 889,500
Number of
Shares of % Held
Common Stock After
Owned After the
the Offering Offering
Burdette A. Ogle 661,891 10.34%
GlobeMedia AG -0- -0-
Hunter Equities -0- -0-
Kevin S. Miller -0- -0-
Ken Lucas -0- -0-
Craig Scott -0- -0-
Glenn Kennedy -0- -0-
Dublin Holding -0- -0-
Inc. -0- -0-
Terry D. Enright 15,000 0.23%
Kent Lina -0- -0-
Estate of
Don E. Mettler 13,125 0.21%
James S. & Mindy
Cassel -0- -0-
Scott E. Salpete -0- -0-
Steven B. Bronson -0- -0-
Eric R. Elliott -0- -0-
Barry F. Booth -0- -0-
Barry E. Steiner -0- -0-
Bruce C. Barber -0- -0-
TOTAL 690,016 10.78%
1 . Includes 100,000 shares of the Company's common
stock underlying a currently exercisable warrant to purchase
100,000 shares at a purchase price of $8.00, subject to a call
provision by the Company under certain circumstances.
2. Includes 25,000 shares underlying a currently
exercisable warrant to purchase 25,000 shares of the Company's
common stock at a purchase price of $2.50 per share, 25,000
shares underlying a currently exercisable warrant to purchase
25,000 shares of the Company's common stock at a purchase price
of $2.75 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $3.00 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $3.25 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $3.50 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $3.75 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $4.00 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $4.50 per share, 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $5.00 per share, 50,000
shares underlying a currently exercisable warrant to purchase
50,000 shares of the Company's common stock at a purchase price
of $5.50 per share, and 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $6.00 per share.
3. Includes 50,000 shares underlying a currently
exercisable warrant to purchase 50,000 shares of the Company's
common stock at a purchase price of $6.00 per share.
4. Includes 15,000 shares underlying a currently
exercisable warrant to purchase the Company's common stock for
$8.50 per share.
5. Includes 42,500 shares underlying a currently exercisable
warrant to purchase the Company's common stock for $8.50 per
share.
6. Includes 21,250 shares underlying a currently
exercisable warrant to purchase the Company's common stock for
$8.50 per share.
7. Includes 21,250 shares underlying a currently
exercisable warrant to purchase the Company's common stock for
$8.50 per share.
8. Includes 50,000 shares underlying a currently
exercisable option to purchase shares for $6.00 per share.
9. Includes 7,500 shares of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.30 per share, 7,500 shares of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.15 per share, 5,000 shares of the Company's common stock
underlying a currently exercisable warrant to purchase shares at
$1.25 per share, 10,000 shares of the Company's
common stock underlying a currently exercisable warrant to
purchase shares at $3.50 per share. Mr. Enright is a
director of the Company.
10. Includes 2,000 shares of the Company's common
stock underlying exercisable warrant to purchase shares at a
price of $1.25 per share.
11. Includes 7,500 shares of the Company's common
stock underlying a currently exercisable option to purchase
shares at $3.30 per share, 5,625 of the Company's common stock
underlying a currently exercisable option to purchase shares at
$3.21 per share and 10,000 shares of the Company's common stock
underlying a currently exercisable warrant to purchase shares at
$3.50 per share. Mr. Mettler was a director of the Company until
his death on September 3, 1996.
12. Includes 10,000 shares of the Company's common
stock underlying a currently exercisable warrant to purchase
shares at $3.50 per share.
13. Shares underlying a currently exercisable
warrant to purchase 21,438 shares of the Company's common stock
at a price of $6.125 per share.
14. Shares underlying a currently exercisable
warrant to purchase 625 shares of the Company's common stock at a
price of $6.125 per share.
15. Shares underlying a currently exercisable
warrant to purchase 35,219 shares of the Company's common stock
at a price of $6.125 per share.
16. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
17. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
18. Shares underlying a currently exercisable
warrant to purchase 625 shares of the Company's common stock at a
price of $6.125 per share.
19. Shares underlying a currently exercisable
warrant to purchase 1,531 shares of the Company's common stock at
a price of $6.125 per share.
The Company will not receive any proceeds from the sale of
Common Stock by any of the Selling Shareholders listed above except
such proceeds as may be received by the Company upon the exercise
of outstanding warrants or options by the Selling Shareholders.
The Company has the unilateral right to reduce the exercise price
of each of the warrants and options listed above, and may do so if
deemed to be in the best interests of the Company and its
shareholders in the reasonable business judgment of the Board of
Directors. The Company has agreed to pay for all costs and
expenses incident to the issuance, offer, sale and delivery of the
Common Stock, including, but not limited to, all expenses and fees
of preparing, filing and printing the Registration Statement and
Prospectus and related exhibits, amendments and supplements thereto
and mailing of such items. The Company will not pay selling
commissions and expenses associated with any such sales by any of
the Selling Shareholders. The Selling Shareholders have advised
the Company that sales of shares of the Company's Common Stock may
be made from time to time by and for their respective accounts in
one or more transactions in the over-the-counter market, in
negotiated transactions or otherwise, at prices related to the
prevailing market prices or at negotiated prices.
PLAN OF DISTRIBUTION
The Common Stock registered hereunder may be sold from time to
time by the Selling Shareholders. Such sales may be made in the
over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price,
or in negotiated transactions. The Common Stock may be sold by one
or more of the following methods: (i) a block trade in which the
broker or dealer so engaged will attempt to sell the Common Stock
as agent for the Selling Shareholders; and (ii) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions from the
Selling Shareholders in amounts to be negotiated immediately prior
to the sale. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
The Selling Shareholders have advised the Company that sales
of the Common Stock registered hereby may be effected from time to
time in transactions (which may include block transactions) in the
NASDAQ market, in negotiated transactions, through the writing of
options on the Common Stock, or a combination of such methods of
sale, at fixed prices which may be charged, at market prices
prevailing at the time of sale, or at negotiated prices.
The Selling Shareholders may effect such transactions by
selling Common Stock directly to purchasers or to or through
broker-dealers which may act as agents or principals. Such broker-
dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Shareholders and/or
the purchasers of Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principal, or both. The Selling
Shareholders and any broker-dealers that act in connection with the
sale of the Common Stock might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Act and any commissions
received by them and any profit on the resale of the Common Stock
as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving
sales of the Common Stock against certain liabilities, including
liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore
unenforceable.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 300,000,000 shares of its
$.01 par value Common Stock, of which
5,510,858 shares were issued
and outstanding as of June 19, 1998. Holders of Common Stock are
entitled to cast one vote for each share held of record on all
matters presented to shareholders. Shareholders do not have
cumulative rights; hence, the holders of more than 50% of the
outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally
available therefor and, in the event of liquidation, to share pro
rata in any distribution of the Company's assets after payment of
all liabilities. The Company does not anticipate that any
dividends on Common Stock will be declared or paid in the
foreseeable future. Holders of Common Stock do not have any rights
of redemption or conversion or preemptive rights to subscribe to
additional shares if issued by the Company. All of the outstanding
shares of the Company's Common Stock are fully paid and
nonassessable.
The 980,180 shares of the Company's Common Stock owned by UFG
are subject to a voting agreement with the Company, whereby Aleron
H. Larson, Jr. and Roger A. Parker, the Chief Executive Officer and
President of the Company, respectively, have the right to vote the
shares owned by UFG. The voting agreement does not apply if the
shares are sold to persons who, upon such purchase, would not be
deemed affiliates of the Company or UFG.
EXPERTS
The consolidated balance sheets of the Company as of June 30,
1997 and 1996 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years
ended June 30, 1997 and June 30, 1996, have been incorporated by
reference herein and in the registration statement in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered
hereby will be passed upon for the Company by Krys Boyle Freedman
& Sawyer, P.C., Denver, Colorado.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE COMMON STOCK OFFERED BY THIS PROSPECTUS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY COMMON STOCK IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table itemizes the estimated expenses to be
incurred by the Company in connection with the issuance and
distribution of the securities being registered hereby.
SEC Registration Fee.................... $ 6,453.67
Transfer Agent Fees..................... -
Legal Fees and Expenses................. 20,000.00
Accounting Fees and Expenses............ 10,000.00
Miscellaneous........................... 10,000.00
Total................................. $46,453.67
Item 15. Indemnification of Directors and Officers.
The Colorado Business Corporation Act (the "Act") provides
that a Colorado corporation may indemnify a person made a party to
a proceeding because the person is or was a director against
liability incurred in the proceeding if (a) the person conducted
himself or herself in good faith, and (b) the person reasonably
believed: (i) in the case of conduct in an official capacity with
the corporation, that his or her conduct was in the corporation's
best interests; and (ii) in all other cases, that his or her
conduct was at least not opposed to the corporation's best
interests; and (iii) in the case of any criminal proceeding, the
person had no reasonable cause to believe his or her conduct was
unlawful. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in the Act. The Act
also provides that a Colorado corporation is not permitted to
indemnify a director (a) in connection with a proceeding by or in
the right of the corporation in which the director was adjudged
liable to the corporation; or (b) in connection with any other
proceeding charging that the director derived an improper personal
benefit, whether or not involving action in an official capacity,
in which proceeding the director was adjudged liable on the basis
that he or she derived an improper personal benefit.
Indemnification permitted under the Act in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Article X of the Company's Articles of Incorporation provides
as follows:
"ARTICLE X
INDEMNIFICATION
The corporation may:
(A) Indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in the best interest
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in the best interest of
the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was
unlawful.
(B) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in the best interest of the
corporation; but no indemnification shall be made in respect of any
claim, issue, or matter as to which such person has been adjudged
to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the
court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such
court deems proper.
(C) To the extent that a director, officer, employee, or
agent of a corporation has been successful on the merits in defense
of any action, suit, or proceeding referred to in (A) or (B) of
this Article X or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(D) Any indemnification under (A) or (B) of this Article X
(unless ordered by a court) and as distinguished from (C) of this
Article shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in (A) or (B) above. Such determination shall be made by
the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding,
or, if such a quorum is not obtainable or, even if obtainable, if
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the shareholders.
(E) Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized in (C) or (D) of this
Article X upon receipt of an undertaking by or on behalf of the
director, officer, employee, or agent to repay such amount unless
it is ultimately determined that he is entitled to be indemnified
by the corporation as authorized in this Article X.
(F) The indemnification provided by this Article X shall not
be deemed exclusive of any other rights to which those indemnified
may be entitled under any applicable law, bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall
inure to the benefit of heirs, executors, and administrators of
such a person.
(G) The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation or who is or was serving at the request of
the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify
him against such liability under provisions of this Article X."
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
3.1 Articles of Incorporation of Delta Petroleum Corporation
(incorporated by reference to Exhibit 3.1 to the Com-
pany's Form 10 filed September 9, 1987 with the
Securities and Exchange Commission).
3.2 Bylaws of Delta Petroleum Corporation (incorporated by
reference to Exhibit 3.2 to the Company's Form 10 filed
September 9, 1987 with the Securities and Exchange
Commission).
4.1 Statement of Designation and Determination of Preferences
of Series A Convertible Preferred Stock is incorporated
by reference to Exhibit 28.3 of the Current Report on
Form 8-K dated June 15, 1988.
4.2 Statement of Designation and Determination of Preferences
of Series B Convertible Preferred Stock is incorporated
by reference to Exhibit 28.1 of the Current Report on
Form 8-K dated August 9, 1989.
4.3 Statement of Designation and Determination of Preferences
of Series C Convertible Preferred Stock is incorporated
by reference to Exhibit 4.1 of the Current Report on Form
8-K dated June 27, 1996.
5.1 Opinion of Krys Boyle Freedman & Sawyer, P.C. regarding
legality.*
23.1 Consent of KPMG Peat Marwick LLP, Certified Public
Accountants.*
23.2 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained
in Exhibit 5.1).*
24.1 Power of Attorney (contained in the Signature section of
this Registration Statement).*
* Filed herewith.
Item 17. Undertakings.
The undersigned Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the
initial bona fide offering.
(5) That, insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the Company 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 Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver and State of Colorado on the
19th day of June, 1998.
DELTA PETROLEUM CORPORATION
By s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr., Secretary,
Chairman of the Board, Treasurer,
and Principal Financial Officer
In accordance with the requirements of the Securities Act of
1933, this Amendment No. 4 to the Registration Statement has been
signed below by the following persons in the capacities and on the
date indicated.
Signatures Title Date
s/Aleron H. Larson, Jr. Principal Financial 6/19/98
Aleron H. Larson, Jr. Officer, Chairman
of the Board, Treasurer,
Secretary and Director
s/Roger A. Parker President and 6/19/98
Roger A. Parker* Director
s/Kevin K. Nanke Controller and 6/19/98
Kevin K. Nanke* Principal Accounting
Officer
s/Terry D. Enright Director 6/19/98
Terry D. Enright*
s/Jerrie F. Eckelberger Director 6/19/98
Jerrie F. Eckelberger*
* The signator, Director and/or Officer of Delta Petroleum
Corporation (the "Company"), further does hereby constitute and
appoint Aleron H. Larson, Jr., his true and lawful attorney and
agent, with power of substitution, to sign a Registration Statement
under the Securities Act of 1933 to be filed with the Securities
and Exchange Commission, and to do any and all acts and things and
to execute any and all instruments for him in his name and in the
capacity indicated above, which said attorney and agent, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with such Registration Statement, including
specifically, but without limitation, power and authority to sign
for him in his name and in the capacity indicated above, any and
all amendments (including post-effective amendments) thereto; and
he does hereby ratify and confirm all that said attorney and agent,
or his substitute or substitutes, or any of them, shall do or cause
to be done by virtue of this Power of Attorney.
[letterhead of K B F & S]
June 22, 1998
Delta Petroleum Corporation
Suite 310
555 17th Street
Denver, Colorado 80202
Dear Board of Directors:
We have acted as counsel to Delta Petroleum Corporation, a
Colorado corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission
of a Registration Statement on Form S-3 (the "Registration
Statement"), pursuant to which the Company is registering under the
Securities Act of 1933, as amended, a total of 889,500 shares (the
"Shares") of its common stock, $.01 par value (the "Common Stock")
for resale to the public. The Shares are to be sold by the selling
stockholders identified in the Registration Statement (the "Selling
Stockholders"). This opinion is being rendered in connection with
the filing of the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the
Company's Articles of Incorporation and Bylaws, both as currently
in effect; such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have
deemed relevant; and the Registration Statement and the exhibits
thereto.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such
copies.
Based upon the foregoing and subject to the limitations set
forth below, we are of the opinion that the Shares have been duly
and validly authorized by the Company and have been duly and
validly issued and are fully paid and non-assessable.
Our opinion is limited to the laws of the State of Colorado,
and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws
of any state or any foreign jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We hereby further consent to the
reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement.
Very truly yours,
KRYS BOYLE FREEDMAN
SCOTT & SAWYER, P.C.
By: s/Stanley F. Freedman
Stanley F. Freedman, P.C.
Consent of Independent Auditors
The Board of Directors
Delta Petroleum Corporation:
We consent to the incorporation by reference in Amendment No. 4 to
the registration statement on Form S-3 (No. 33-91452) of Delta
Petroleum Corporation of our report dated September 16, 1997
relating to the consolidated balance sheets of Delta Petroleum
Corporation and subsidiary as of June 30, 1997 and 1996, and the
related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended, which report
appears in the June 30, 1997 Annual Report on Form 10-KSB of Delta
Petroleum Corporation, and to the reference to our firm under the
heading "Experts" in the prospectus.
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 22, 1998
