As filed with the Securities and Exchange Commission, February 14, 2000
Securities Act File No. 333-78673; Exchange Act File No. 0-20760
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GREKA ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 84-1091986
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(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
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(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
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(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 the only securities being registered on this Form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]__________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share(2) Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, no par value held by
Selling Security Holders 157,622 Shares $ 7.375 $ 1,162,462 $323 (3)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value held by a
Selling Security Holder 30,000 Shares $11.0625 $ 331,875 $ 88 (3)
-------------- ----
187,622 $1,494,337 $411
===============================================================================================================================
</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 SmallCap Market on May 11, 1999 were used for the estimate with
respect to the 157,622 shares and by the Nasdaq National Market on February
3, 2000 with respect to the 30,000 shares.
(3) Previously paid.
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.
<PAGE>
The sole purpose of this pre-effective Amendment No. 3 to this Registration
Statement on Form S-3 of Greka Energy Corporation is to correct Exhibit No. 23.4
shown in Amendment No. 2 to the Registration Statement filed on February 10,
2000. The Exhibit No. 23.4 in this Registration Statement supercedes the Exhibit
No. 23.4 filed with the Registration Statement on February 10, 2000.
<PAGE>
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:
Total Registration Fee Under Securities Act of 1933 $ 411
Printing and Engraving 5,000*
Accounting Fees and Expenses 7,000*
Legal Fees and Expenses 15,000*
Blue Sky Fees and Expenses (including related legal fees) 1,000*
Transfer Agent Fees 2,000*
Miscellaneous 1,589*
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Total 32,000
======
*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
The following Exhibits are filed as part of this Form S-3 Registration
Statement pursuant to Item 601 of Regulation S-K or incorporated by reference to
other filings:
Exhibit
Number Description
- ------- ------------
4.1 Rights Agreement dated November 3, 1999 (incorporated by
reference from Exhibit 10.4 of the Registrant's Form 10-Q for
the quarter ended September 30, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning
the legality of the common stock offered hereby.**
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.**
II-1
<PAGE>
23.4 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants.*
23.5 Consent of Netherland, Sewell & Associates, Inc.**
23.6 Consent of Sproule Associates Limited.**
- --------------------
* 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 include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for 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) To file, during any period in which it offers or sells securities, 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;
(iii) to include any additional or changed material information on
the plan of distribution.
II-2
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York on the 14th day of February 2000.
GREKA ENERGY CORPORATION
By: /s/ Randeep S. Grewal
--------------------------
Randeep S. Grewal, Chief Executive
Officer and Chairman of the Board of Directors
(Principal Executive Officer and Financial Officer)
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.
Signature Title Date
- --------- ----- ----
/s/ Randeep S. Grewal Chairman of the Board of February 14, 2000
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Randeep S. Grewal Directors
/s/ Susan M. Whalen Director February 14, 2000
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Susan M. Whalen
/s/ George G. Andrews Director February 14, 2000
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George G. Andrews
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
GREKA ENERGY CORPORATION
------------------------
(Name of Company as specified in charter)
<PAGE>
GREKA ENERGY CORPORATION
FORM S-3 REGISTRATION STATEMENT
The following Exhibits are filed as part of the Registrant's Form S-3
Registration Statement pursuant to Item 601 of Regulation S-K.
Exhibit
Number Description
- ------- -----------
4.1 Rights Agreement dated November 3, 1999 (incorporated by
reference from Exhibit 10.4 of the Registrant's Form 10-Q for
the quarter ended September 30, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP concerning
the legality of the common stock offered hereby.**
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 PricewaterhouseCoopers LLP, independent certified
public accountants.*
23.5 Consent of Netherland, Sewell & Associates, Inc.**
23.6 Consent of Sproule Associates Limited.**
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* Filed herewith.
** Previously filed.
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 333-78673) of Greka Energy Corporation of our
report, which contained an explanatory paragraph regarding Saba Petroleum
Company's ability to continue as a going concern, dated April 15, 1998 relating
to the financial statements of Saba Petroleum Company, which appears in the
Greka Energy Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers
Los Angeles, California
February 9, 2000
