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As filed with the Securities and Exchange Commission, October 6, 2000
Securities Act File No. 333-45352; Exchange Act File No. 0-20760
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-2
POST EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GREKA ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1091986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 Fifth Avenue, Suite 1501
New York, New York 10111
(212) 218-4680
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
Randeep S. Grewal
Greka Energy Corporation
630 Fifth Avenue, Suite 1501
New York, New York 10111
(212) 218-4680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies of Communications to:
Roger V. Davidson, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1225 17th Street, Suite 2300
Denver, Colorado 80202
(303) 292-2400
Approximate date of commencement of proposed sale to public:
As soon as practicable after the registration statement becomes effective
--------------------------
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. [X]
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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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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.[x]
CALCULATION OF REGISTRATION FEE
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=============================================================================================================================
Title of Each Class of Securities to Amount to Proposed Maximum Proposed Maximum Amount of
be Registered be Offering Price Per Aggregate Offering Registration Fee
Registered Share(2) Price(2)
(1)
--------------------------------------- ------------- ---------------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock to be sold in offering 4,000,000 $12.84375 $51,375,000 $13,563
shares
=============================================================================================================================
</TABLE>
(1) This registration statement covers an additional indeterminate number of
shares of our common stock which may be issued in accordance with Rule 416.
(2) The proposed maximum offering price is estimated solely for the purpose of
determining the registration fee and calculated pursuant to Rule 457(c).
The average of the high and low prices of our common stock reported by the
Nasdaq National Market on September 1, 2000 were used for the estimate.
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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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
SEC is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER __, 2000
----------------------------------------------------------------
PROSPECTUS
GREKA ENERGY CORPORATION
4,000,000 SHARES OF COMMON STOCK OFFERED FOR SALE
We are offering for sale 4,000,000 shares of common stock of Greka
Energy Corporation. All of these shares are being sold by us.
Our common stock is quoted on the Nasdaq National Market under the
symbol "GRKA." The last reported sale price of our common stock on September 29,
2000 was $15 3/4 per share. We plan to offer shares of our no par common stock
at prices and on terms to be determined at or prior to the time of sale in light
of market conditions at the time of sale. We will set specific terms of the
offering for which this Prospectus is being delivered in one or more
accompanying Prospectus Supplements, together with the number of shares, the
initial price per share and the net proceeds to be received by us from the sale
made pursuant to this Prospectus and the Prospectus Supplement. Our Prospectus
Supplement will also indicate whether the offering is being sold directly or
through agents, underwriters or dealers and, if so, the terms of our agreement
with such agents, underwriters or dealers including commissions, discounts and
the names of such agent, underwriter and/or dealer.
This Prospectus may not be used to complete sales of our securities
unless it is accompanied by our Prospectus Supplement.
We are an independent, integrated energy company committed to creating
shareholder value by capitalizing on consistent cash flow hedged from oil price
fluctuation within integrated operations, exploiting exploration and production
opportunities and penetrating new niche markets utilizing proprietary technology
with emphasis on short radius horizontal drilling technology patented by BP
Amoco licensed to us. We have oil and gas production and development activities
in North America and the Far East, with primary areas of activity in California,
Louisiana, Indonesia and China.
Neither the Securities and Exchange Commission nor any regulatory body
has approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
There are certain risks involved with the ownership of our common
stock, including risks related to our business and the markets for our common
stock. (See "Risk Factors" beginning on page 6.)
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is October __, 2000
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
About this Prospectus..................................................2
Information Made Available to You......................................2
Incorporation of Certain Documents by Reference........................3
Prospectus Summary.....................................................3
Risk Factors...........................................................6
The Market for Our Common Stock........................................12
Use of Proceeds........................................................14
Plan of Distribution...................................................14
Description of Capital Stock ..........................................15
Legal Matters..........................................................17
Experts................................................................17
Securities And Exchange Commission Position
on Certain Indemnification........................................17
</TABLE>
ABOUT THIS PROSPECTUS
You should only rely on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in these documents and the documents incorporated by reference
herein. We are offering to sell, and seeking offers to buy, shares of common
stock only in jurisdictions where offers and sales are permitted.
INFORMATION MADE AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-2 that we
filed with the Securities and Exchange Commission. Certain information in the
Registration Statement has been omitted from this prospectus in accordance with
the rules of the SEC.
We file annual reports, quarterly reports and current reports, proxy
statements and other information with the SEC. Our file number is 0-20760.
You may read and copy materials that we have filed with the SEC,
including the registration statement, at the following SEC public reference
rooms:
<TABLE>
<S> <C> <C>
450 Fifth Street, N.W. Northwest Atrium Center 7 World Trade Center
Room 1024 500 West Madison Street Suite 1300
Washington, D.C. 20549 Suite 1400 New York, New York 10048
Chicago, Illinois 60661
You can call the SEC at 1-800-732-0330 for further information about the public reference room.
</TABLE>
We are required to file electronic versions of these documents with the SEC.
Those documents may be accessed through the SEC's Internet site
at http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference the documents listed below and any other
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities or terminate
this offering:
1. Our annual report on Form 10-K/A for the year ended December 31,
1999.
2. Our quarterly report on Form 10-Q for the quarter ended June 30,
2000.
3. Our quarterly report on Form 10-Q for the three months ended
March 31, 2000.
4. Our current reports on Form 8-K reporting events dated November 30,
1999, and August 24, 2000.
We will provide, without charge, to each person to whom a copy of this
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated into this prospectus by reference.
Written or telephone requests for such copies should be directed to our office:
Greka Energy Corporation, 630 Fifth Avenue, Suite 1501, New York, New York
10111, (212) 218-4680.
ANNUAL AND QUARTERLY REPORTS
We plan to deliver along with this Prospectus copies of our Annual
Report on Form 10-K/A for the year ended December 31, 1999 and our Quarterly
Report on Form 10-Q for the six months ended June 30, 2000, as filed with the
Securities and Exchange Commission.
Any statement we made in a document incorporated by reference and
delivered to you shall be deemed to be modified or updated by this Prospectus to
the extent that such statement is replaced or modified by a statement contained
in a document with a more recent date either incorporated by reference or
contained in this Prospectus.
PROSPECTUS SUMMARY
This is only a summary and does not contain all the information that
may be important to you. You should read the more detailed information contained
in and incorporated by reference into this prospectus, including but not limited
to, the risk factors beginning on page 6. "We" as used in this prospectus
includes our subsidiaries unless the context requires otherwise.
ABOUT US
We are an independent, integrated energy company committed to creating
shareholder value by capitalizing on consistent cash flow hedged from oil price
fluctuation within integrated operations, exploiting exploration and production
opportunities and penetrating new niche markets utilizing proprietary technology
with emphasis on short radius horizontal drilling technology patented by BP
Amoco licensed to us. We have oil and gas production and development activities
in North America and the Far East, with primary areas of activity in California,
Louisiana, Indonesia and China.
Our principal business office is located at 630 Fifth Avenue, Suite 1501, New
York, New York 10111. The telephone number at that address is (212) 218-4680.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements that concern our business within
the meaning of Sec. 27A of the Securities Act of 1933 and Sec. 21E of the
Securities and Exchange Act of 1934. All statements, other than statements of
historical facts, included in or
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incorporated by reference into this prospectus that address activities, events
or developments that we expect, believe or anticipate will or may occur in the
future, including the following matters are forward looking statements:
o the benefits we expect to result from our recent acquisition of
Saba Petroleum Company, including the following:
o synergies in the form of increased revenues,
o decreased expenses and avoided expenses and expenditures that
we expect to realize as a result of the transaction, and
o the complementary nature of our horizontal drilling
technology and certain oil reserves acquired with the
acquisition of Saba,
o future capital,
o development and exploration expenditures, including the timing and
amount
o drilling of wells,
o reserve estimates,
o future production of oil and gas,
o repayment of debt,
o business strategies, and
o expansion and growth of business operations.
These statements are based on certain assumptions and analyses made by
us in light of our experience and our perception of the following:
o historical trends,
o current conditions,
o expected future developments, and
o other factors we believe are appropriate in the circumstances.
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Such statements are subject to a number of assumptions including the following:
o risks and uncertainties, including the risk factors in this
prospectus,
o general economic and business conditions,
o the business opportunities that may be presented to and pursued by
us,
o changes in laws or regulations and other factors, many of which
are beyond our control, and
o availability to obtain project financing on favorable conditions.
Significant factors that could prevent us from achieving our stated goals
include:
o our inability to obtain financing for capital expenditures and
acquisitions,
o declines in the market prices for oil, gas, and asphalt and
o adverse changes in the regulatory environment affecting us.
You are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ materially from
those projected in the forward-looking statements.
THE OFFERING
Shares of common stock outstanding prior to this offering 4,263,017
Shares of common stock offered by this prospectus 4,000,000
Nasdaq National Market symbol for our common stock GRKA
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RISK FACTORS
Prior to making an investment decision, you should carefully consider, together
with the other information contained in and incorporated by reference into this
prospectus, the following risk factors.
WE CANNOT ENSURE CONTINUED PROFITABILITY IN THE FUTURE.
While we were profitable during 1999 and have continued profitability through
the first half of 2000, we incurred losses for the years ended December 31, 1998
and 1997. We may experience fluctuations in future operating results due to a
variety of factors including the following:
o general economic conditions,
o specific economic conditions in the asphalt and oil and gas
industry, and
o capital and other costs relating to the expansion of operations.
Many of those factors are out of our control. There can be no assurance that our
operations will continue to be profitable.
WE HAVE SUBSTANTIAL CAPITAL REQUIREMENTS.
We make, and will continue to make, substantial capital expenditures for the
exploitation, production and acquisition of oil and gas reserves. We have
financed these expenditures primarily from borrowings from banks and private
placements of our common stock. If revenues or our ability to borrow decreases
as a result of lower oil and gas prices, operating difficulties or declines in
reserves, we may have limited ability to fund the capital requirements to
undertake or complete future exploitation, production and acquisition programs.
We cannot assure you that additional debt or equity financing or cash generated
by operations will be available to meet these requirements.
WE MAY INADVERTENTLY ACQUIRE PROPERTIES WITH ENVIRONMENTAL PROBLEMS OR
STRUCTURAL CONTAMINATION.
We intend to acquire additional oil and gas properties. Although we perform a
review of the acquired properties that we believe is consistent with industry
practices, such reviews are inherently incomplete. It generally is not feasible
to review in depth every individual property involved in each acquisition.
Ordinarily, we will focus our due diligence efforts on the higher valued
properties and will sample the remainder. However, even an in-depth review of
all properties and records may not necessarily reveal existing or potential
problems nor will it permit us to become sufficiently familiar with the
properties to assess fully their deficiencies and capabilities. We may not
inspect every well. Additionally, structural or environmental problems, such as
ground water contamination, are not necessarily observable even when we
undertake an inspection. We may be required to assume preclosing liabilities,
including environmental liabilities, and may acquire interests in properties on
an "as is" basis. We cannot assure you that our acquisitions will be successful.
WE COMPETE WITH COMPANIES WITH GREATER MARKET SHARE AND RESOURCES.
We compete with other companies which have substantially greater market share,
greater financial and other resources, better name recognition and longer
operating histories. We may therefore not be able to acquire desirable oil and
gas properties to develop.
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WE HAVE ENVIRONMENTAL RISKS ASSOCIATED WITH ONE OF OUR MINERAL
PROPERTIES IN CALIFORNIA.
In 1993, our predecessor acquired a producing mineral interest in
California from a major oil company. At the time of acquisition, our
predecessor's investigation revealed that a discharge of diluent, a light,
oil-based fluid which is often mixed with heavier grades of crude had occurred
on the acquired property. The purchase agreement required the seller to
remediate the area of the diluent spill. After we assumed operation of the
property, we became aware of additional diluent contamination and believe the
major oil company is responsible to remediate those areas as well. We have
notified the seller of its obligation to remediate. Notwithstanding our
compliance in proceeding with any required remediation on seller's account, we
are committed to hold the seller accountable for the required remediation. Since
the investigation is ongoing, we are unable to accurately estimate the cost.
WE HAVE ENVIRONMENTAL RISKS ASSOCIATED WITH ONE OF OUR OIL AND GAS
PROPERTIES IN CALIFORNIA.
In 1995, our predecessor agreed to acquire an oil and gas interest in
California on which a number of out of production oil wells had been drilled by
the seller. The acquisition agreement required that our predecessor assume the
obligation to abandon any wells that it did not return to production,
irrespective of whether certain consents of third parties necessary to transfer
the property to us were obtained. A third party whose consent was required to
transfer the property did not consent to the transfer and is holding the seller
responsible for all remediation. We believe we have no financial obligation to
remediate this property because we believe the seller did not give our
predecessor any consideration to enter into the contract for the property. Since
May 2000, we commenced remediation on the subject property as directed by the
regulatory agency. Notwithstanding our compliance in proceeding with any
required remediation on seller's account, we are committed to hold the seller
accountable for the required obligations of the property. Since the
investigation is not complete we cannot make an accurate estimation of the
final cost.
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WE HAVE ENVIRONMENTAL RISKS ASSOCIATED WITH OUR ASPHALT REFINERY.
We own an asphalt refinery in Santa Maria, California, with which
environmental remediation obligations are associated. The party who sold the
asphalt refinery to us is performing all environmental obligations that arose
during and as a result of its operations of the refinery prior to the
acquisition. There could be additional environmental issues which may require
material remediation efforts in the future.
WE COULD INCUR COSTS TO COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS.
Most of the properties that have been purchased by us have been in
production for a number of years and should be expected to have environmental
problems typical of oil field operations generally, and may contain other areas
of greater environmental concern. We have identified a number of areas in which
contamination exists on properties acquired by us.
We have agreed to indemnify some sellers from various environmental
liabilities, including those that are associated with the seller's prior
obligations. Many of these properties were in production during years in which
environmental controls were significantly more lax than they are presently. At
the time of an acquisition, there may be unknown conditions which subsequently
may give rise to an environmental liability. Consequently, it is difficult to
assess the extent of our obligation under these indemnities.
OUR FOREIGN OPERATIONS HAVE CURRENCY EXCHANGE AND ASSET REPATRIATION RISKS.
We are undertaking exploration and exploitation operations in Indonesia
and China. Risks inherent in international operations generally include the
following:
o local currency instability,
o inflation,
o the risk of realizing economic currency exchange losses when
transactions are completed in currencies other than United States
dollars, and
o the ability to repatriate earnings under existing exchange control
laws.
Changes in domestic and foreign import and export laws and tariffs can
also materially impact international operations. In addition, foreign operations
involve political, as well as economic, risks such as:
o nationalization,
o expropriation,
o contract renegotiation, and
o changes in laws resulting from governmental changes.
In addition, many licenses and agreements with foreign governments are
for a fixed term and may not be held by production. In the event of a dispute,
we may be subject to the exclusive jurisdiction of foreign courts or may not be
successful in subjecting foreign persons to the jurisdiction of courts in the
United States. We may also be hindered or prevented from enforcing our rights
with respect to a governmental instrumentality because of the doctrine of
sovereign immunity.
OUR ASPHALT HEDGING STRATEGY DOES NOT ELIMINATE FLUCTUATIONS TO OUR QUARTERLY
RESULTS DUE TO VOLATILITY OF OIL AND GAS PRICES AND MARKETS.
Our revenues, cash flow, profitability and future rate of growth are
dependent upon prevailing prices for oil, gas and asphalt. Our ability to
maintain or increase our borrowing capacity and to obtain additional capital on
attractive terms is also to some extent dependent on these commodities prices.
Historically, oil and gas prices and markets have been volatile and are likely
to continue to be volatile in the future. Prices for oil and gas are subject to
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wide fluctuations in response to relatively minor changes in supply of and
demand for oil and gas, market uncertainty and a variety of additional factors
that are beyond our control. Those factors include:
o international political conditions,
o the domestic and foreign supply of oil and gas,
o the level of consumer demand, weather conditions,
o domestic and foreign governmental regulations,
o the price and availability of alternative fuels, and
o overall economic conditions.
Significant declines in the price of oil or gas, such as the declines
in oil prices during 1998, would adversely affect our revenues, operating income
and borrowing capacity and may require a reduction in the carrying value of our
oil and gas properties.
REPLACEMENT OF OUR OIL AND GAS RESERVES IS UNCERTAIN.
Our future success depends upon our ability to find, develop or acquire
additional oil and gas reserves that are economically recoverable. Except to the
extent that we conduct successful exploitation and production activities or
acquire properties containing proved reserves, our estimated net proved reserves
will generally decline as reserves are produced. We cannot assure you that our
planned exploitation and production projects and acquisition activities will
result in significant additional reserves or that we will have continuing
success drilling productive wells economically. If prevailing oil and gas prices
were to increase significantly, our costs to add new reserves could increase.
The drilling of oil and gas wells involves a high degree of risk,
especially the risk of dry holes or of wells that are not sufficiently
productive to provide an economic return on the capital expended to drill the
wells. In addition, our drilling operations, including our contract services,
may be curtailed, delayed or canceled as a result of numerous factors, including
the following:
o title problems,
o weather conditions,
o compliance with governmental requirements, and
o shortages or delays in the delivery of equipment.
OUR ATTEMPTS TO ENFORCE OUR RIGHT TO REACQUIRE THE COLOMBIAN ASSETS FROM OMIMEX
MAY BE UNSUCCESSFUL.
As reported in our 10-K/A filed for the year ended December 31, 1999,
which is incorporated herein by reference, during March of this year we
exercised our option to repurchase the Colombian assets from Omimex for an
estimated cost of $12,000,000. Our attempt to rescind the agreement or close our
option resulted in a law suit being filed to enforce those rights, which lawsuit
is presently pending. While we have projected a substantial value for the
Colombian assets, there can be no guaranty that we will be successful in our
efforts to force the transfer of the Colombian assets to us, nor that the
out-of-pocket expense and manpower costs of the litigation will not also have a
negative impact on the results of our other core operations.
OUR ESTIMATES OF OIL AND GAS RESERVES AND FUTURE NET REVENUES ARE UNCERTAIN.
The documents incorporated by reference into this prospectus include
estimates of net proved oil and gas reserves and the future net revenues from
those reserves which have been prepared by us and our independent petroleum
engineers. There are numerous uncertainties inherent in estimating quantities of
proved oil and gas reserves, including many factors beyond our control. Reserve
engineering is a subjective process of estimating the underground accumulations
of oil and gas that cannot be measured in an exact manner. The estimates
incorporated by reference into this prospectus are based on various assumptions
required by the SEC including the following:
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o constant oil and gas prices,
o operating expenses, and
o capital expenditures.
Those estimates therefore, are inherently imprecise indications of future net
revenues. The following actual amounts may vary substantially from the estimated
amounts:
o amount of production,
o revenues,
o taxes,
o development expenditures,
o operating expenses, and
o quantities of recoverable oil and gas reserves to be encountered.
Any significant variance in the assumptions used for the estimates of
reserves could materially affect the estimated quantity and value of reserves
incorporated by reference into this prospectus. In addition, our reserves may be
subject to downward or upward revision based upon the following:
o production history,
o results of future development,
o availability of funds to acquire additional reserves,
o prevailing oil and gas prices, and
o other factors.
In addition, the calculation of the estimated present value of the
future net revenue using a 10% discount rate as required by the SEC is not
necessarily the most appropriate discount factor based on interest rates in
effect from time to time and risks associated with our reserves or the oil and
gas industry in general.
It is also possible that independent petroleum engineers may make
estimates of reserves and future net revenues from the same available data that
are different than our estimates or the estimates of different independent
petroleum engineers. Should this occur, management would adopt the estimates of
its independent engineers.
In calculating reserves on a barrels of oil equivalent basis, gas was
converted to oil at a certain ratio. While this convention approximates the
energy equivalent of oil and gas on a British thermal unit basis, it may not
represent the relative prices received by us on the sale of our oil and gas
production.
The estimated future net revenues attributable to net proved reserves
are prepared in accordance with SEC guidelines, and are not intended to reflect
the fair market value of reserves. In accordance with the rules of the SEC,
reserve estimates are prepared using period end prices received for oil and gas.
Reductions in prices below those prevailing at December 31, 1999 would result in
the estimated quantities and present values of reserves being reduced.
WE FACE UNINSURED RISKS.
Our oil and gas business involves a variety of operating risks,
including the following:
o fire
o explosions
o blow-outs
o pipe failure
o casing collapse
o abnormally pressured formations, and
o environmental hazards such as
o oil spills,
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o gas leaks,
o ruptures, and
o discharges of toxic gases.
The occurrence of any of those events could result in the following:
o substantial losses due to injury and loss of life,
o severe damage to and destruction of property, natural resources
and equipment,
o pollution and other environmental damage,
o clean-up responsibilities, and
o regulatory investigation and penalties and suspension of
operations
We maintain general liability insurance coverage for our operations but
have not obtained insurance coverage for certain environmental hazards. The
occurrence of a significant unfavorable event not fully covered by insurance
will have a material adverse effect on our financial condition and results of
operations. Furthermore, we cannot predict whether insurance will continue to be
available at a reasonable cost or at all.
WE FACE SUBSTANTIAL GOVERNMENTAL REGULATION AND ENVIRONMENTAL RISKS.
Our business is subject to various laws and regulations which may be
changed from time to time in response to economic or political conditions.
Matters subject to regulation include the following:
o discharge permits for drilling operations,
o drilling bonds,
o reports concerning operations,
o the spacing of wells,
o unitization and pooling of properties,
o taxation, and
o environmental protection.
From time to time, regulatory agencies have imposed price controls and
limitations on production by restricting the rate of flow of oil and gas wells
below actual production capacity in order to conserve supplies of oil and gas.
WE CAN ISSUE SIGNIFICANT AMOUNTS OF STOCK WITHOUT SHAREHOLDER APPROVAL.
The Nasdaq National Market listing requirements provide that we may
issue, without shareholder approval, securities representing the present or
potential issuance of up to 20% of the number of shares of common stock
outstanding prior to the issuance of such securities. We have previously
received shareholder approval for the issuance of up to 2,000,000 shares of our
common stock for use in capital-raising activities and acquisitions. Finally, on
November 3, 1999, we adopted a rights plan with our transfer agent authorizing
the issuance of rights to acquire additional shares of our stock to shareholders
of record at the discretion of the Board of Directors in an effort to discourage
any potential attempted hostile takeovers. Any such issuances could be used as a
method of discouraging, delaying or preventing a change in control of us and
would significantly dilute our public ownership, which could adversely affect
the market value of our common stock. There can be no assurance that we will not
undertake to issue such shares if we deem it appropriate to do so.
WE HAVE NOT PREVIOUSLY PAID DIVIDENDS ON OUR COMMON STOCK.
We have not previously paid any cash or other dividends on our common
stock and do not anticipate payment of any dividends for the foreseeable future.
We anticipate that any earnings would be retained by us to finance our
operations and future growth and expansion.
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THE PRICE OF OUR COMMON STOCK COULD BE VOLATILE.
The trading prices of our common stock could be subject to wide
fluctuations in response to the following:
o quarterly variations in actual or anticipated results of our
operations,
o changes in securities analysts' earnings estimates,
o announcements of technological innovations by us or our
competitors,
o general conditions in the oil and gas industry, or
o other factors.
Further, the trading volume of our stock currently is relatively small,
and the market for our stock may not be able to efficiently accommodate
significant trades on any given day. Consequently, sizable trades of our common
stock have in the past, and may in the future, cause volatility in the market
price of our common stock to a greater extent than in more actively traded
securities. These broad fluctuations may adversely affect the market price of
our common stock.
OUR ARTICLES OF INCORPORATION ELIMINATE OUR DIRECTORS' LIABILITY.
Our Articles of Incorporation contain a provision eliminating our
directors' liability to us or our shareholders for monetary damages for a breach
of their fiduciary duty. However, a director's liability is not eliminated in
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. Our Articles of Incorporation also
obligate us to indemnify our directors and officers to the fullest extent
permitted under Colorado law. While we believe that these provisions are very
standard and necessary to assist us in attracting and retaining qualified
individuals to serve as directors, they could also serve to insulate our
directors against liability for actions which damage us or our shareholders.
THE MARKET FOR OUR COMMON STOCK
Our common stock is quoted on the Nasdaq National Market under the
symbol "GRKA". Prior to March 25, 1999, our symbol was "HVNV". The following
table sets forth, for the periods indicated, the high and low prices of the
common stock as reported on the Nasdaq National Market. The following table sets
forth, for the periods indicated, the high and low closing bid quotations per
share of GREKA common stock as reported on the Nasdaq National Market. GREKA
common stock quotations represent inter-dealer quotations, without retail
markup, markdown or commissions, and may not represent actual transactions.
12
<PAGE> 15
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
Year Ended December 31, 1998:
First Quarter $14.75 $12.00
Second Quarter 10.00 8.06
Third Quarter 9.25 7.25
Fourth Quarter 14.94 8.81
Year Ended December 31, 1999:
First Quarter $10.50 $ 4.81
Second Quarter 9.13 6.38
Third Quarter 13.50 7.00
Fourth Quarter 12.00 7.50
Year Ending December 31, 2000:
First Quarter 12.50 7.75
Second Quarter 10.50 7.00
Third Quarter 18.00 8.06
</TABLE>
On October 1, 2000, there were approximately 880 registered holders
of GREKA's common stock. Based on a broker count, GREKA believes at least an
additional 5,600 persons are shareholders with street name positions.
Holders of GREKA common stock are entitled to receive such dividends as
may be declared by GREKA board of directors. GREKA has not yet paid any
dividends, and the board of directors of GREKA presently intends to pursue a
policy of retaining earnings, if any, for use in GREKA's operations and to
finance expansion of its business. With respect to GREKA's common stock, the
declaration and payment of dividends in the future, of which there can be no
assurance, will be determined by the GREKA board of directors in light of
conditions then existing, including GREKA earnings, financial condition, capital
requirements and other factors.
13
<PAGE> 16
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the
net proceeds from the sale of the securities offered by us pursuant to this
prospectus and any prospectus supplement for our general corporate purposes,
which may include repayment of indebtedness, additions to our working capital,
capital expenditures and potential future acquisitions.
PLAN OF DISTRIBUTION
We may sell our common shares within and outside the United States
o through underwriters or dealers
o directly to a limited number of purchasers
o to a single purchaser
o or through agents
The applicable Prospectus Supplement with respect to any specific
offering will set forth the terms of the offering of our common shares,
including the name or names of any underwriters or agents, the purchase price of
the offered securities and the proceeds to us from such sale. Also included will
be information on the use of the proceeds, whether we have proposed any delayed
delivery arrangements, underwriting discounts, if any, and other items
constituting underwriters' compensation such as discounts or concessions allowed
or reallowed or which may be paid to other dealers. Our public offering price,
proposed discounts and concessions which may be allowed to underwriters or
agents or reallowed or paid to dealers may change from time to time.
If we choose to sell our common shares through underwriters, the
securities being offered will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions at a fixed public offering price or at varying
prices determined at the time of sale. Additionally, underwriters may offer our
common shares to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as
an underwriter. The details of such offerings will be included in our Prospectus
Supplement when it is filed and that Supplement will be delivered along with
this Prospectus as part of the offering.
If we decide to use dealers to assist in the sale of our common shares,
we will sell such securities to the dealers as principals and the dealers may
thereafter resell our shares to the public at varying prices to be determined by
such dealers at the time of their resale. Once again, the details of such a
transaction will be included at the time of the offering in the Prospectus
Supplement delivered along with this Prospectus.
If we determine to use an agent in the offering of our common shares,
the agent will be named and the terms of the agency will be set forth in the
Prospectus Supplement delivered along with this Prospectus. Unless otherwise
indicated in the Prospectus Supplement, an agent will be acting on our behalf on
a "best efforts basis" for the period of its appointment.
We may also sell our securities directly to institutional investors or
others who under certain circumstances may be deemed to be "underwriters" within
the meaning of the Securities Act with respect to any resale that they may
engage in. The terms of any such direct sales, including the terms of any
bidding or auction process that we engage in, will also be described in the
Prospectus Supplement relating to that transaction.
We may be required and certain underwriters, agents or dealers may
insist upon being indemnified by us against certain civil liabilities, including
liabilities under the Securities Act or to contribution with respect to payments
which such agents, dealers or underwriters may be required to make. Some of
these agents, dealers and underwriters may be hired by us or otherwise engage in
transactions with us to perform services for us in the ordinary course of our
business.
Any common shares sold by us pursuant to this Prospectus and a
Prospectus Supplement will be listed for trading on the Nasdaq National Market
System. It is likely that any agent, dealer or underwriter we engage to assist
us in the offering of our common shares will also engage in market-making
activities at least temporarily before, during and after they assist us in the
sale of our common shares. However, the agents, dealers and underwriters will
not be obligated to make markets in our securities and may determine to
discontinue market-making activities at any time without notice to us. We cannot
provide you with assurances relative to the future liquidity of our trading
markets, if any, relating to our common stock.
14
<PAGE> 17
DESCRIPTION OF CAPITAL STOCK AND OTHER SECURITIES
GENERAL
Our Articles of Incorporation authorize us to issue 50,000,000 shares
of no par value common stock, and 50,000,000 shares of no par value Preferred
Stock. The shares of our preferred stock are issuable from time to time in one
or more series and with such designations, powers, preferences and rights, and
qualifications, limitations or restrictions as may be determined by the board,
consistent with the Articles and with the laws of the State of Colorado. At the
present time no shares of preferred stock are issued and outstanding, and no
series of preferred stock has been designated.
COMMON STOCK
We had 4,263,017 shares of common stock outstanding prior to this
offering, which were held by approximately 6,480 shareholders. Each share of
common stock entitles the shareholder to one vote. Holders of common stock are
not entitled to cumulative voting in the election of directors and have no
preemptive or subscription rights except with respect to the Right Plan
discussed below. Subject to the rights of holders of any outstanding shares of
preferred stock, shares of common stock are entitled to share equally in
dividends paid from the funds legally available for the payment thereof, when,
as and if declared by the board. Subject to the rights of holders of any
outstanding shares of preferred stock, holders of common stock are also entitled
to share ratably in our assets available for distribution to holders of common
stock upon our liquidation or dissolution, whether voluntary or involuntary. The
common stock is listed on the Nasdaq National Market under the symbol "GRKA."
Our transfer agent is The Bank of New York, New York, NY.
OPTIONS
As of August 1, 2000, options to purchase an aggregate of 1,500,000
shares of the common stock were issued and outstanding. These options were
issued to several of our employees and directors, and to various consultants.
The exercise price of these options varies from a minimum of $5.00 per share to
a high of $20.00 per share.
CERTAIN VOTING REQUIREMENTS
Our Articles of Incorporation provide that except as required by law,
matters initiated by the Board of Directors shall require for approval that
votes cast in favor of the matter within each voting group exceed the votes cast
against the matter at a meeting at which a quorum is present. A quorum is
defined as shares representing at least one-third of the shares of each voting
group entitled to vote at such a meeting be represented in person or by proxy.
Except as otherwise provided by law, matters not initiated by the Board of
Directors shall require for approval the affirmative vote of two-thirds of all
votes entitled to be cast within each voting group, except that a shareholder
initiative to remove a Director shall require only a simple majority vote of
those shareholders present in person or by proxy assuming a quorum.
Additionally, the Company's Board of Directors is elected in three
groups with staggered terms, with each term lasting for three years. This
provision, in addition to the shareholder rights plan discussed below, is
intended to make more difficult attempts of unfriendly takeover of our Company.
15
<PAGE> 18
SHAREHOLDER RIGHTS PLAN
In November 1999, the board of directors adopted a shareholder rights
plan and declared a dividend distribution of one common share purchase right for
each outstanding share of our common stock. Each right entitles the holder to
purchase from us one share of common stock at an initial purchase price of
$60.00 per share, subject to adjustment. The following summary of the
shareholder rights plan is derived from the complete description and terms of
the rights which are contained in the related rights agreement between us and
The Bank of New York, which is the current rights agent.
The rights currently are evidenced by and trade with the certificates
for the outstanding shares of common stock. The rights will separate from the
common stock and be separately distributed upon the earlier of:
o the tenth day after the public announcement that a person or
group acquires beneficial ownership of 33% or more of our
outstanding shares of common stock, or
o the tenth business day, or a later date as may be determined by a
majority of the board of directors, after a person or group
announces a tender or exchange offer that if completed would
result in the person or group beneficially owning 33% or more of
our outstanding shares of common stock.
After any separating distribution of the rights, separate rights certificates
will be mailed to holders of common stock as of the date of distribution and the
rights will become transferable apart from the common stock.
The rights are not exercisable until they separate from the common
stock and will expire upon the earlier of November 3, 2004 or the redemption of
the rights by us as described below.
If a person or group acquires beneficial ownership of 33% or more of
the outstanding shares of common stock, then each right other than rights owned
by the acquirer will entitle the holder to purchase one share of our common
stock at an adjusted purchase price of 50% of the market value of the common
stock at that time.
If after a person or group acquires beneficial ownership of 33% or more
of the outstanding shares of our common stock:
o we merge into another entity,
o an acquiring entity merges into us, or
o we sell more than 50% of our assets or earning power,
then each right other than rights owned by the acquirer will entitle the holder
to purchase a number of shares of common stock of the acquiring entity having a
market value at that time of twice the purchase price under the right.
The purchase price payable and the number of shares of common stock or
other securities issuable upon exercise of the rights are subject to customary
adjustments from time to time to prevent dilution.
The rights are redeemable at the option of the board of directors for
$0.01 per right at any time until the earlier of the tenth day, or a later date
as may be determined by a majority of the board of directors, after public
announcement that a person or group has acquired beneficial ownership of 33% or
more of our common stock or November 3, 2004.
Until a right is exercised, the holder of a right as such will not for
any purpose be deemed a shareholder of the shares of common stock which may be
purchased upon exercise of the right.
The terms of the rights and the rights agreement may be amended in any
respect without the consent of the rights holders on or before any separate
distribution of the rights certificates. After that date the terms of the rights
and the rights agreement may be amended without the consent of the rights
holders to cure any ambiguities or to make changes which do not adversely affect
the interests of the rights holders other than an acquirer.
16
<PAGE> 19
LEGAL MATTERS
Ballard Spahr Andrews & Ingersoll, LLP, will pass upon the validity of
common stock offered by this prospectus.
EXPERTS
The financial statements of Greka Energy Corporation incorporated by
reference in this prospectus to the extent and for the periods indicated in
their reports, have been audited by Arthur Andersen LLP and Bateman & Co., Inc.,
P.C., independent public accountants, and are included herein in reliance upon
the authority of said firms as experts in giving said reports.
The information incorporated by reference into this prospectus
regarding our total proved reserves of oil and gas was based on reports prepared
by the following independent engineers: Netherland, Sewell & Associates, Inc.
Our reserve estimates are incorporated by reference into this prospectus in
reliance upon the authority of said persons as experts with respect to the
matters covered by their reports and the giving of their reports. to us.
SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN
INDEMNIFICATION
The Colorado Business Corporation Act provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
Our Articles of Incorporation obligate us to indemnify our directors
and officers to the fullest extent permitted under Colorado law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
17
<PAGE> 20
GREKA ENERGY CORPORATION
----------------
PROSPECTUS
----------------
On outside back cover of prospectus: Until ________, all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be requested to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
18
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of the offering, all of which are to be borne by
the Registrant, are as follows:
<TABLE>
<S> <C>
Total Registration Fee Under Securities Act of 1933 $ 13,563
Printing and Engraving 25,000*
Accounting Fees and Expenses 8,000*
Legal Fees and Expenses 100,000*
Blue Sky Fees and Expenses (including related legal fees) 5,000*
Transfer Agent Fees 2,000*
Miscellaneous 6,437*
--------
Total $160,000
========
</TABLE>
* Estimated
Item 15. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation eliminate the personal
liability of directors to the Registrant or its shareholders for monetary
damages for breach of fiduciary duty to the extent permitted by Colorado law.
The Registrant's Articles of Incorporation and By-Laws provide that the
Registrant shall indemnify its officers and directors to the extent permitted by
Colorado law, which authorizes a corporation to indemnify directors, officers,
employees or agents of the corporation in non-derivative suits if such party
acted in good faith and in a manner such party reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Colorado Business Corporation Act further provides
that indemnification shall be provided if the party in question is successful on
the merits or otherwise.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.1 Restated Articles of Incorporation of Horizontal Ventures (filed as
Exhibit 3A to Horizontal Ventures' Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1998 (File No. 0-20760) and incorporated
herein by reference)
3.2 Articles of Amendment to Articles of Incorporation effective March 22,
1999 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
dated March 15, 1999 and incorporated herein by reference)
3.3 ByLaws of Horizontal Ventures (incorporated by reference to Exhibit No.
3 to the Horizontal Ventures' Registration Statement (#33-24265-LA)
3.4 Amendment to Article II of the Bylaws of GREKA (filed as 3.1 to the
GREKA Report on Form 10-Q for the Quarter ended September 30, 1999 and
incorporated by reference herein)
4.1 Form of 9% Subordinated Debenture with Conversion Privileges Agreement.
4.2 Form of 15% Subordinated Debenture with Conversion Privileges
Agreement.*
</TABLE>
19
<PAGE> 22
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.3 Form of Warrant Agreement*
4.4 Form of Class B Warrants*
4.5 Rights Agreement dated November 3, 1999 (filed as Exhibit 10.4 to the
GREKA Report on Form 10-Q for the quarter ended September 30, 1999 and
incorporated by reference herein)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning the
legality of the common stock offered hereby. **
10.1 Asset Purchase Agreement dated March 17, 1999 among Sabacol, Inc. and
the Omimex Group (filed as Exhibit 10.89 to the GREKA Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998 and
incorporated by reference herein).
10.2 Loan and Security Agreement dated April 30, 1999 among BNY Financial
Corporation, GREKA Integrated, Inc., Saba Realty, Inc. and Santa Maria
Refining Company (filed as Exhibit 10.1 to the GREKA Report on Form
10-Q for the quarter ended March 31, 1999 and incorporated by reference
herein)
10.3 Closing Agreement dated June 30, 1999 among Sabacol, Inc. and Omimex
Resources, Inc. et al. (filed as Exhibit 4.2 to the GREKA Report on
Form 8-K filed July 14, 1999 and incorporated by reference herein)
10.4 Amended and Restated Executive Employment Agreement dated 3, 1999 among
Randeep S. Grewal and GREKA (filed as Exhibit 10.2 to the GREKA Report
on Form 10-Q for the quarter ended September 30, 1999 and incorporated
by reference herein)
10.5. First Amended and Restated Loan and Security Agreement dated November
30, 1999 by and among GMAC Commercial Credit LLC, Greka Integrated,
Inc., Saba Realty, Inc. and Santa Maria Refining Company. (filed as
Exhibit 10.1 to the GREKA Report on Form 8-K filed February 18, 2000
and incorporated by reference herein)
10.6 Letter Agreement dated December 13, 1999 by and among GMAC Commercial
Credit LLC, Greka Integrated, Inc., Saba Realty, Inc. and Santa Maria
Refining Company. (filed as Exhibit 10.2 to the GREKA Report on Form
8-K filed February 18, 2000 and incorporated by reference herein)
10.7 Credit And Guarantee Agreement dated as of June 19, 2000 among Greka
AM, Inc. as borrower, the Company as guarantor, CIBC, Inc. as lender,
Canadian Imperial Bank of Commerce as administrative agent, and CIBC
World Markets Corp as arranger (filed as Exhibit 10.1 to the GREKA
Report on Form 10-Q filed on August 15, 2000 for the quarter ended June
30, 2000 and incorporated by reference herein)
</TABLE>
20
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.8 Settlement Agreement and Release by and among GREKA and Randeep S.
Grewal and Capco Resources, Ltd., Capco Energy, Inc., and Illyas
Chyaudhry dated August 17, 2000. *
11. Statement of computation of earnings per share. Incorporated by
reference to footnote No 17 to the financial statements made part of
the 10-K for the year ended December 31, 1999 (file No. 0-20760) and
exhibit 11.1 to Form 10-Q for the period ended June 30, 2000 (file No.
0-20760).
13. Annual Report to Security Holders and Quarterly Report to Security
Holders (Incorporated by reference to Annual Report on Form 10-K for
year ended December 31, 1999 (File No. 0-20760), and Quarterly Report
on Form 10-Q for period ended June 30, 2000 (File No. 0-20760).
21.1 Subsidiaries of GREKA (filed as Exhibit 21.1 to GREKA'S amended Report
on Form 10-K filed on April 14, 2000 for the fiscal year ended December
31, 1999 and incorporated by reference herein)
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1 to this registration statement).**
23.2 Consent of Arthur Andersen LLP, independent public accountants.*
23.3 Consent of Bateman & Co., Inc., P.C., independent certified public
accountants.*
23.4 Consent of Netherland, Sewell & Associates, Inc.*
</TABLE>
--------------------
* Filed herewith.
** Previously filed.
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 pursuant to the foregoing provisions, or otherwise, 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, 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:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 thereto) that, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
21
<PAGE> 24
(2) That, for the purpose 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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
22
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of New York, State of New York on the 6th day of
October, 2000.
GREKA ENERGY CORPORATION
By: /s/ Randeep S. Grewal
---------------------------------
Randeep S. Grewal, Chief Executive
Officer, and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Randeep S. Grewal Chairman of the Board of October 6, 2000
-------------------------- Directors and Chief
Randeep S. Grewal Executive Officer
(Principal Executive
Officer, Financial Officer
and Accounting Officer)
Director October 6, 2000
--------------------------
Dr. Jan F. Holtrop
/s/ Susan M. Whalen Director October 6, 2000
--------------------------
Susan M. Whalen
/s/ George G. Andrews Director October 6, 2000
--------------------------
George G. Andrews
Director October 6, 2000
--------------------------
Dai Vaughan
</TABLE>
23
<PAGE> 26
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-----------
EXHIBITS
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
GREKA ENERGY CORPORATION
-----------------------------------------
(Name of Company as specified in charter)
<PAGE> 27
GREKA ENERGY CORPORATION
FORM S-2 REGISTRATION STATEMENT
The following Exhibits are filed as part of the Registrant's Form S-2
Registration Statement pursuant to Item 601 of Regulation S-K.
The following Exhibits are filed as part of this Form S-2 Registration
Statement pursuant to Item 601 of Regulation S-B or incorporated by reference to
other filings:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.1 Restated Articles of Incorporation of Horizontal Ventures (filed as
Exhibit 3A to Horizontal Ventures' Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1998 (File No. 0-20760) and incorporated
herein by reference)
3.2 Articles of Amendment to Articles of Incorporation effective March 22,
1999 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
dated March 15, 1999 and incorporated herein by reference)
3.3 ByLaws of Horizontal Ventures (incorporated by reference to Exhibit No.
3 to the Horizontal Ventures' Registration Statement (#33-24265-LA)
3.4 Amendment to Article II of the Bylaws of GREKA (filed as 3.1 to the
GREKA Report on Form 10-Q for the Quarter ended September 30, 1999 and
incorporated by reference herein)
4.1 Form of 9% Subordinated Debenture with Conversion Privileges Agreement.
4.2 Form of 15% Subordinated Debenture with Conversion Privileges
Agreement.*
4.3 Form of Warrant Agreement*
4.4 Form of Class B Warrants*
4.5 Rights Agreement dated November 3, 1999 (filed as Exhibit 10.4 to the
GREKA Report on Form 10-Q for the quarter ended September 30, 1999 and
incorporated by reference herein)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning the
legality of the common stock offered hereby. **
10.1 Asset Purchase Agreement dated March 17, 1999 among Sabacol, Inc. and
the Omimex Group (filed as Exhibit 10.89 to the GREKA Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998 and
incorporated by reference herein).
10.2 Loan and Security Agreement dated April 30, 1999 among BNY Financial
Corporation, GREKA Integrated, Inc., Saba Realty, Inc. and Santa Maria
Refining Company (filed as Exhibit 10.1 to the GREKA Report on Form
10-Q for the quarter ended March 31, 1999 and incorporated by reference
herein)
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.3 Closing Agreement dated June 30, 1999 among Sabacol, Inc. and Omimex
Resources, Inc. et al. (filed as Exhibit 4.2 to the GREKA Report on
Form 8-K filed July 14, 1999 and incorporated by reference herein)
10.4 Amended and Restated Executive Employment Agreement dated 3, 1999 among
Randeep S. Grewal and GREKA (filed as Exhibit 10.2 to the GREKA Report
on Form 10-Q for the quarter ended September 30, 1999 and incorporated
by reference herein)
10.5. First Amended and Restated Loan and Security Agreement dated November
30, 1999 by and among GMAC Commercial Credit LLC, Greka Integrated,
Inc., Saba Realty, Inc. and Santa Maria Refining Company. (filed as
Exhibit 10.1 to the GREKA Report on Form 8-K filed February 18, 2000
and incorporated by reference herein)
10.6 Letter Agreement dated December 13, 1999 by and among GMAC Commercial
Credit LLC, Greka Integrated, Inc., Saba Realty, Inc. and Santa Maria
Refining Company. (filed as Exhibit 10.2 to the GREKA Report on Form
8-K filed February 18, 2000 and incorporated by reference herein)
10.7 Credit And Guarantee Agreement dated as of June 19, 2000 among Greka
AM, Inc. as borrower, the Company as guarantor, CIBC, Inc. as lender,
Canadian Imperial Bank of Commerce as administrative agent, and CIBC
World Markets Corp as arranger (filed as Exhibit 10.1 to the GREKA
Report on Form 10-Q filed on August 15, 2000 for the quarter ended June
30, 2000 and incorporated by reference herein)
10.8 Settlement Agreement and Release by and among GREKA and Randeep S.
Grewal and Capco Resources, Ltd., Capco Energy, Inc., and Illyas
Chyaudhry dated August 17, 2000. *
11. Statement of computation of earnings per share. Incorporated by
reference to footnote No 17 to the financial statements made part of
the 10-K for the year ended December 31, 1999 (file No. 0-20760) and
exhibit 11.1 to Form 10-Q for the period ended June 30, 2000 (file No.
0-20760).
13. Annual Report to Security Holders and Quarterly Report to Security
Holders (Incorporated by reference to Annual Report on Form 10-K for
year ended December 31, 1999 (File No. 0-20760), and Quarterly Report
on Form 10-Q for period ended June 30, 2000 (File No. 0-20760).
21.1 Subsidiaries of GREKA (filed as Exhibit 21.1 to GREKA'S amended Report
on Form 10-K filed on April 14, 2000 for the fiscal year ended December
31, 1999 and incorporated by reference herein)
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1 to this registration statement).**
23.2 Consent of Arthur Andersen LLP, independent public accountants.*
23.3 Consent of Bateman & Co., Inc., P.C., independent certified public
accountants.*
23.4 Consent of Netherland, Sewell & Associates, Inc.*
</TABLE>
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* Filed herewith.
** Previously filed
