<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, ON SEPTEMBER 25, 2000
REGISTRATION NO. 333-44278
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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)
<TABLE>
<S> <C>
COLORADO 84-1095959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
999 18TH STREET, SUITE 1700 GEORGE O. MALLON, JR.
DENVER, CO 80202 MALLON RESOURCES CORPORATION
(303) 293-2333 999 18TH STREET, SUITE 1700
(Address, including zip code, and telephone DENVER, CO 80202
number, (303) 293-2333
including area code, of registrant's (Address, including zip code, and telephone
principal executive office) number,
including area code, of agent for service)
</TABLE>
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Copies to:
<TABLE>
<S> <C> <C>
ROY K. ROSS, ESQ. THOMAS A. RICHARDSON, ESQ. ALAN P. BADEN, ESQ.
Mallon Resources Corporation Holme Roberts & Owen LLP Vinson & Elkins L.L.P.
999 18th Street, Suite 1700 1700 Lincoln, Suite 4100 1325 Avenue of the Americas
Denver, CO 80202 Denver, CO 80203 17th Floor
(303) 293-2333 (303) 861-7000 New York, NY 10019
(917) 206-8000
</TABLE>
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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
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, payable by the
Company in connection with the sale of common stock being registered. All
amounts are estimates except the SEC registration fee and Nasdaq National Market
listing fee.
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
SEC registration fee............................... $ 4,981
Nasdaq National Market listing fee.................
Printing expenses..................................
Legal fees and expenses............................
Accounting fees and expenses.......................
Miscellaneous expenses.............................
--------
Total.................................... $250,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and Restated Articles of Incorporation provide that
the Company shall, to the full extent permitted by the Colorado Business
Corporation Articles, as amended from time to time, indemnify all directors and
officers of the Company. Sections 7-109-101 to 7-109-110 of the Colorado
Business Corporation Act provide in part that a corporation shall have the power
to 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 proceedings (other
than an action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of another
corporation 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, suitor proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The indemnitee is presumed to be entitled to indemnification and the
Company has the burden of proof to overcome that presumption. Where an officer
or a director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually or reasonably incurred.
Additionally, the Restated Articles of Incorporation and Bylaws provide for
mandatory indemnification of directors to the fullest extent permitted by
Colorado law. This provision does not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 7-108-403 of the Colorado Business Corporation
Act (relating to distributions to shareholders in violation of the Colorado
Business Corporation Act); or (iv) for any transaction from which the director
derived an improper personal benefit.
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<PAGE> 3
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
#1.1 -- Form of Underwriting Agreement between the Company and
the Underwriters
*3.04 -- Statement of Designations -- Series B Preferred Stock(1)
*4.01 -- Shareholder Rights Agreement(2)
++5.1 -- Opinion of Holme Roberts & Owen LLP as to the legality of
issuance of the Company's Common Stock
MATERIAL CONTRACTS
*10.59 -- Credit Agreement with Aquila Energy Capital Corporation
dated September 9, 1999(3)
*10.60 -- Advancing Note with Aquila Energy Capital Corporation
dated September 9, 1999(3)
*10.61 -- Deed of Trust, Mortgage, etc. with Aquila Energy Capital
Corporation dated September 9, 1999(3)
*10.62 -- Master Rental Agreement with Universal Compression, Inc.
dated September 9, 1999(3)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
*10.1.5 -- 1997 Equity Participation Plan(4)
CONSENTS
++23.1 -- Consent of Arthur Andersen LLP
++23.2 -- Consent of Holme Roberts & Owen LLP (included in Exhibit
5.1)
++23.3 -- Consent of Reed W. Ferrill & Associates, Inc.
++24 -- Powers of attorney
</TABLE>
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# Filed herewith.
++ Previously filed.
* 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 (Commission
File No. 0-17267) Form 8-K dated August 24, 1995.
(2) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) Form 8-K dated April 22, 1997.
(3) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) Form 8-K dated September 9, 1999.
(4) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) definitive proxy statement for annual meeting of
shareholders held June 6, 1997.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, 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,
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<PAGE> 4
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 that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Amendment No. 2 to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Denver, Colorado, on this 25th day of September 2000.
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 Amendment
No. 2 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* Chairman of the Board, September 25, 2000
----------------------------------------------------- Director and President
George O. Mallon, Jr. (Principal Executive
Officer)
/s/ ROY K. ROSS Executive Vice President and September 25, 2000
----------------------------------------------------- Director
Roy K. Ross
* Executive Vice President and September 25, 2000
----------------------------------------------------- Director
Kevin M. Fitzgerald
* Treasurer (Principal September 25, 2000
----------------------------------------------------- Financial Officer;
Alfonso R. Lopez Principal Accounting
Officer)
* Director September 25, 2000
-----------------------------------------------------
Frank Douglass
* Director September 25, 2000
-----------------------------------------------------
Roger R. Mitchell
* Director September 25, 2000
-----------------------------------------------------
Francis J. Reinhardt, Jr.
* Director September 25, 2000
-----------------------------------------------------
Peter H. Blum
*/s/ ROY K. ROSS
-----------------------------------------------------
Roy K. Ross
Attorney-in-fact
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
#1.1 -- Form of Underwriting Agreement between the Company and
the Underwriters
*3.04 -- Statement of Designations -- Series B Preferred Stock(1)
*4.01 -- Shareholder Rights Agreement(2)
++5.1 -- Opinion of Holme Roberts & Owen LLP as to the legality of
issuance of the Company's Common Stock
MATERIAL CONTRACTS
*10.59 -- Credit Agreement with Aquila Energy Capital Corporation
dated September 9, 1999(3)
*10.60 -- Advancing Note with Aquila Energy Capital Corporation
dated September 9, 1999(3)
*10.61 -- Deed of Trust, Mortgage, etc. with Aquila Energy Capital
Corporation dated September 9, 1999(3)
*10.62 -- Master Rental Agreement with Universal Compression, Inc.
dated September 9, 1999(3)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
*10.1.5 -- 1997 Equity Participation Plan(4)
CONSENTS
++23.1 -- Consent of Arthur Andersen LLP
++23.2 -- Consent of Holme Roberts & Owen LLP (included in Exhibit
5.1)
++23.3 -- Consent of Reed W. Ferrill & Associates, Inc.
++24 -- Powers of attorney (included in signature page)
</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.
++ Previously filed.
(1) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) Form 8-K dated August 24, 1995.
(2) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) Form 8-K dated April 22, 1997.
(3) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) Form 8-K dated September 9, 1999.
(4) Incorporated by reference from Mallon Resources Corporation (Commission
File No. 0-17267) definitive proxy statement for annual meeting of
shareholders held June 6, 1997.
