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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MALLON RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
COLORADO 84-1095959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GEORGE O. MALLON, JR.
MALLON RESOURCES CORPORATION
999 18TH STREET, STE. 1700 999 18TH STREET, STE. 1700
DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 293-2333 (303) 293-2333
(Address, including zip code, and telephone (Address, including zip code, and telephone
number including area code, of registrant's number including area code, of agent for service)
principal executive offices)
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Copies to:
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<S> <C> <C>
THOMAS A. RICHARDSON, ESQ. ROY K. ROSS, ESQ. DEREK R. MCCLAIN, ESQ.
HOLME ROBERTS & OWEN LLP MALLON RESOURCES CORPORATION ALAN P. BADEN, ESQ.
1700 LINCOLN, STE. 4100 999 18TH STREET, STE. 1700 VINSON & ELKINS L.L.P.
DENVER, COLORADO 80203 DENVER, COLORADO 80202 2001 ROSS AVENUE, STE. 3700
(303) 861-7000 (303) 293-2333 DALLAS, TEXAS 75201
(214) 220-7700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of the Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier registration
statement for the same offering. /X/ No. 333-10985
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
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock.......................... 30,000(3) $6.50 $195,000 $59(2)
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated pursuant to Rule 457.
(3) Amount represents an increase in the offering size from 2,000,000 shares to
2,030,000 shares pursuant to Rule 462(b).
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-2 (File No. 333-10985) filed by Mallon Resources Corporation
(the "Company") with the Securities and Exchange Commission on August 28, 1996,
as amended by Amendment No. 1 thereto filed on September 19, 1996, which was
declared effective on October 16, 1996, are incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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*1.1 Form of Underwriting Agreement between the Company and the
Underwriters........................................................ (1)
*3.01 Amended and Restated Articles of Incorporation of the Company....... (2)
*3.02 Bylaws of the Company............................................... (2)
*3.03 Statement of Designations -- Series A Preferred Stock............... (3)
*3.04 Statement of Designations -- Series B Preferred Stock............... (6)
+5.1 Opinion of Holme Roberts & Owen LLP as to the legality of issuance
of the Company's Common Stock.......................................
MATERIAL CONTRACTS
*10.58 Bank One -- Loan Agreement dated March 20, 1996..................... (7)
*10.63 Bank One -- Amendment One........................................... (8)
*10.64 Bank One -- Amendment Two........................................... (8)
*10.65 Repurchase and Sale Agreement on Series A Preferred Stock........... (1)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
*10.1.3 Equity Participation Plan, amended November 2, 1990................. (4)
*10.1.4 Stock Compensation Plan for Outside Directors....................... (5)
CONSENTS
+23.1 Consent of Price Waterhouse LLP.....................................
+23.2 Consent of Holme Roberts & Owen LLP (See Exhibit 5.1)
+23.3 Consent of GeoQuest Reservoir Technologies, Inc.....................
*24. Powers of Attorney.................................................. (1)
</TABLE>
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+ Filed herewith.
* The exhibit numbers are the exhibit numbers assigned in the previous filings
with the Securities and Exchange Commission, which are identified in the
notes below.
1. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-2 (SEC File No. 333-10985) filed on
September 19, 1996.
2. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-4 (SEC File No. 33-23076) filed on August
15, 1988.
3. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on January 8, 1990.
4. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 10-K for fiscal year ended December 31, 1990.
5. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-8 (SEC File No. 33-39635) filed on March 28,
1991.
6. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on August 24, 1995.
7. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on March 20, 1996.
8. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on August 15, 1996.
II-1
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(b) Financial Statement Schedules
None
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions, are inapplicable and therefore have been omitted or the
information required by the applicable schedule is included in the notes to the
financial statements.
II-2
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN DENVER, COLORADO, ON THIS 16TH DAY OF
OCTOBER 1996.
MALLON RESOURCES CORPORATION
By: /s/ ROY K. ROSS
------------------------------------
Roy K. Ross
Executive Vice President
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 DATES INDICATED.
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SIGNATURES TITLE DATE
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* Chairman of the Board, October 16, 1996
- --------------------------------------------- Director and President
George O. Mallon, Jr. (Principal Executive
Officer)
/s/ ROY K. ROSS Executive Vice President and October 16, 1996
- --------------------------------------------- Director
Roy K. Ross
* Executive Vice President and October 16, 1996
- --------------------------------------------- Director
Kevin M. Fitzgerald
* Director October 16, 1996
- ---------------------------------------------
James A. McGowen
* Treasurer (Principal October 16, 1996
- --------------------------------------------- Financial Officer)
Alfonso R. Lopez
* Controller (Principal October 16, 1996
- --------------------------------------------- Accounting Officer)
Carolena F. Chapman
* Director October 16, 1996
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Frank Douglass
* Director October 16, 1996
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Roger R. Mitchell
* Director October 16, 1996
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Francis J. Reinhardt, Jr.
*/s/ ROY K. ROSS October 16, 1996
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Roy K. Ross,
as Attorney-in-Fact
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II-3
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EXHIBIT INDEX
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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*1.1 Form of Underwriting Agreement between the Company and the
Underwriters........................................................ (1)
*3.01 Amended and Restated Articles of Incorporation of the Company....... (2)
*3.02 Bylaws of the Company............................................... (2)
*3.03 Statement of Designations -- Series A Preferred Stock............... (3)
*3.04 Statement of Designations -- Series B Preferred Stock............... (6)
+5.1 Opinion of Holme Roberts & Owen LLP as to the legality of issuance
of the Company's Common Stock.......................................
MATERIAL CONTRACTS
*10.58 Bank One -- Loan Agreement dated March 20, 1996..................... (7)
*10.63 Bank One -- Amendment One........................................... (8)
*10.64 Bank One -- Amendment Two........................................... (8)
*10.65 Repurchase and Sale Agreement on Series A Preferred Stock........... (1)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
*10.1.3 Equity Participation Plan, amended November 2, 1990................. (4)
*10.1.4 Stock Compensation Plan for Outside Directors....................... (5)
CONSENTS
+23.1 Consent of Price Waterhouse LLP.....................................
+23.2 Consent of Holme Roberts & Owen LLP (See Exhibit 5.1)
+23.3 Consent of GeoQuest Reservoir Technologies, Inc.....................
*24. Powers of Attorney.................................................. (1)
</TABLE>
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+ Filed herewith.
* The exhibit numbers are the exhibit numbers assigned in the previous filings
with the Securities and Exchange Commission, which are identified in the
notes below.
1. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-2 (SEC File No. 333-10985) filed on
September 19, 1996.
2. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-4 (SEC File No. 33-23076) filed on August
15, 1988.
3. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on January 8, 1990.
4. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 10-K for fiscal year ended December 31, 1990.
5. Incorporated by reference from Mallon Resources Corporation Exhibits to
Registration Statement on Form S-8 (SEC File No. 33-39635) filed on March 28,
1991.
6. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on August 24, 1995.
7. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on March 20, 1996.
8. Incorporated by reference from Mallon Resources Corporation (Commission File
No. 0-17267) Form 8-K filed on August 15, 1996.
<PAGE> 1
EXHIBIT 5.1
October 16, 1996
Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, CO 80202
Re: Form S-2 Registration Statement
Gentlemen:
This firm has acted as counsel to Mallon Resources Corporation (the
"Company") in connection with the preparation and filing of its registration
statement on Form S-2 (the "Registration Statement") under the Securities Act
of 1933, as amended, covering the sale of an aggregate of 30,000 shares of
the Company's common stock, $.01 par value (the "Common Stock").
We have examined the Company's Restated Articles of Incorporation and
Bylaws and the record of its corporate proceedings with respect to the
Registration Statement and have made such other investigations as we have
deemed necessary in order to express the following opinion.
Based upon the foregoing, we are of the opinion that the Common Stock, when
sold and delivered as contemplated by the Registration Statement, will be
legally issued, fully paid and nonassessable.
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We hereby consent to all references to this firm in the Registration
Statement and all amendments to the Registration Statement. We further consent
to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By /s/ NICK NIMMO
-----------------------------------
Nick Nimmo
Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-2 of our report dated April 12, 1996, except
as to the reverse stock split described in Note 1 which is as of September 9,
1996, relating to the financial statements of Mallon Resources Corporation,
which appears in such Prospectus. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
October 16, 1996
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EXHIBIT 23.3
[GEOQUEST LETTERHEAD]
CONSENT
We hereby consent to all references to this Company in the Registration
Statement on Form S-2 covering the sale of Mallon Resources Corporation common
stock and all amendments to the Registration Statement.
GEOQUEST
RESERVOIR TECHNOLOGIES, INC.
By /s/ Daniel D. Domeracki
--------------------------------
September 17, 1996 Name: Daniel D. Domeracki
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Title: Vice President,
Operations
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The Americas
Technologies
