<PAGE> 1
As filed with the Securities and Exchange Commission, November 15, 2000
Securities Act File No. 333-49134 Exchange Act File No. 0-20760
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3/A
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 the only securities being registered on this Form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [ ]
<PAGE> 2
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. [ ]
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.[x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities to Amount to Proposed Maximum Proposed Maximum Amount of
be Registered be Offering Price Per Aggregate Offering Price Registration Fee
Registered Share
(1)
--------------------------------------- ------------- ---------------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
Shares offered by selling security 21,861 $ 14.1565(2) $ 309,475(2) $ 81.70
holder
Common Stock, no par value to be 388,236(3) $8.50 $3,300,006 $ 871.20
issued in conversion of 9%
convertible debentures
Common Stock, no par value to be 50,000 $20.00 $1,000,000 $ 264.00
issued in conversion of 15%
convertible debentures
Common Stock, no par value issuable 127,750 $15.00 $1,916,250 $ 505.89
upon exercise of warrants
Common Stock, no par value issuable 100,000 $10.00 $1,000,000 $ 264.00
upon exercise of Class B warrants
Total $7,525,731 $1,986.79
=============================================================================================================================
</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 October 31, 2000 were used for the estimate.
(3) Estimated based on minimum conversion price.
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> 3
The sole purpose of this amendment is to file an exhibit not previously
filed with the Registrant's registration statement of Form S-3 filed with the
Securities and Exchange Commission on November 1, 2000.
1
<PAGE> 4
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
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**
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 Netherland, Sewell & Associates, Inc. **
</TABLE>
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* Filed herewith.
** Incorporated herein by reference.
2
<PAGE> 5
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 13th day of November, 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 November 13, 2000
------------------------- Directors and Chief
Randeep S. Grewal Executive Officer
(Principal Executive
Officer, Financial Officer
and Accounting Officer)
/s/ Jan F. Holtrop Director November 13, 2000
--------------------------
Dr. Jan F. Holtrop
/s/ Kenton D. Miller Director November 13, 2000
--------------------------
Kenton D. Miller
/s/ George G. Andrews Director November 13, 2000
--------------------------
George G. Andrews
/s/ Dai Vaughan Director November 13, 2000
--------------------------
Dai Vaughan
</TABLE>
3
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-----------
EXHIBITS
TO
FORM S-3/A
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
GREKA ENERGY CORPORATION
-----------------------------------------
(Name of Company as specified in charter)
4
<PAGE> 7
EXHIBIT INDEX
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.
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:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Form of 9% Subordinated Debenture with Conversion Privileges Agreement. (filed as Exhibit 4.1
to Post Effective Amendment No. 1 to the registration statement on Form S-2, file no.
333-45352, and incorporated by reference herein).
4.2 Form of 15% Subordinated Debenture with Conversion Privileges Agreement (filed as Exhibit 4.2
to Post Effective Amendment No. 1 to the registration statement on Form S-2, file no. 333-45352,
and incorporated by reference herein).
4.3 Form of Warrant to Purchase Common Stock (filed as Exhibit 4.3 to Post Effective Amendment No. 1
to the registration statement on Form S-2, file no. 333-45352, and incorporated by reference herein).
4.4 Form of Class B Warrant (filed as Exhibit 4.4 to Post Effective Amendment No. 1 to the registration
statement on Form S-2, file no. 333-45352, and incorporated by reference herein).
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 (filed as Exhibit 23.2 to the
registration statement on Form S-3, file no. 333-49134 incorporated by reference herein).
23.3 Consent of Bateman & Co., Inc., P.C., independent certified public accountants (filed as Exhibit
23.3 to the registration statement on Form S-3, file no. 333-49134 incorporated by reference herein).
23.4 Consent of Netherland, Sewell & Associates, Inc. (filed as Exhibit 23.4 to the registration
statement on Form S-3, file no. 333-49134 incorporated by reference herein).
</TABLE>
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* Filed herewith.
5
