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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
JAMES M. PICCONE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
HS RESOURCES, INC.
1999 BROADWAY, SUITE 3600
DENVER, COLORADO 80202
(303) 296-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
It is requested that copies of communications be sent to:
RONALD R. LEVINE, II, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment 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, 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. [x] Reg. No. 333-28825
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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit(1) offering price(1) registration fee(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 311,476 $17.19 $5,354,272 $1,623
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
reported by The New York Stock Exchange on September 23, 1997.
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<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by HS Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
(File No. 333-28825) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference into this Registration Statement.
<PAGE> 4
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-28825 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
Exhibit
Number Description of Exhibits
5.1* Opinion of Davis, Graham & Stubbs LLP.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Netherland, Sewell & Associates, Inc.
23.4* Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1).
99.1* Certificate of the Registrant as to payment of
additional registration fee.
* Filed herewith
II-1
<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, thereunto
duly authorized, in Denver, Colorado on the thirtieth day of September, 1997.
HS Resources, Inc.
a Delaware corporation
By: /s/ Nicholas J. Sutton*
--------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the
capacities and on the date indicated.
September 30, 1997 By: /s/ Nicholas J. Sutton*
Date ----------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
September 30, 1997 By: /s/ P. Michael Highum*
Date ----------------------------------------
P. Michael Highum
President and Director (Principal
Executive Officer)
September 30, 1997 By: /s/ James E. Duffy
Date ----------------------------------------
James E. Duffy
Vice President - Finance and Chief
Financial Officer and
Director (Principal Financial
Officer)
II-2
<PAGE> 6
September 30, 1997 By: /s/ Annette M. Montoya*
Date ----------------------------------------
Annette M. Montoya
Vice President - Accounting/HR/OM
September 30, 1997 By: /s/ Kenneth A. Hersh*
Date ----------------------------------------
Kenneth A. Hersh
Director
September 30, 1997 By: /s/ Michael J. Savage*
Date ----------------------------------------
Michael J. Savage
Director
September 30, 1997 By: /s/ Philip B. Smith*
Date ----------------------------------------
Philip B. Smith
Director
*By: /s/ James E. Duffy
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Attorney-in-fact
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
5.1 Opinion of Davis, Graham & Stubbs LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Netherland, Sewell & Associates, Inc.
23.4 Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1)
99.1* Certificate of the Registrant as to payment of
additional registration fee.
</TABLE>
* Filed herewith
<PAGE> 1
Exhibit 5.1
September 30, 1997
HS Resources, Inc.
One Maritime Plaza, 15th Floor
San Francisco, California 94111
Re: Shelf Registration Statement on Form S-3 Relating
to 311,476 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for HS Resources, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
311,476 shares of the Company's common stock, par value $.001 per share (the
"Shares"), offered for the account of a certain stockholder of the Company.
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
We have examined certain documents, corporate records and other
instruments and relied on originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments, have made such inquiries as to questions of fact of officers and
representatives of the Company, and have made such examinations of law as we
have deemed necessary or appropriate for purposes of giving the opinion
expressed below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies.
<PAGE> 2
HS Resources
September 26, 1997
Page 2
The following opinion is limited solely to the applicable General
Corporation Law of the State of Delaware. While we are not licensed to practice
in the State of Delaware, we have reviewed applicable provisions of the General
Corporation Law of Delaware as we have deemed appropriate in connection with the
provisions expressed herein. Except as described, we have neither examined nor
do we express any opinion with respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized, validly issued, fully paid and
non-assessable shares of capital stock of the Company.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
this firm under the heading "Validity of Securities" in the Prospectus included
in the registration statement incorporated by reference in the Registration
Statement as the counsel who will pass upon the validity of the Shares. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 24, 1997 included in HS Resources, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 and to all references to our Firm
incorporated by reference in this Registration Statement.
Denver, Colorado
September 26 1997 /s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ENGINEERS
Williamson Petroleum Consultants, Inc. (Williamson) hereby consents to
the incorporation, by reference, of references to Williamson and our review
entitled "Review of Oil and Gas Reserves and Associated Net Revenues to the
Interests of HS Resources, Inc. in Certain Major-Value Properties in the Rocky
Mountain/Gulf Coast Property Group as Prepared by HS Resources, Inc., Effective
December 31, 1996, Constant Pricing Economics, Williamson Project 6.8461" in the
HS Resources, Inc. Registration Statement on Form S-3 to be filed on September
26, 1997 with the Securities and Exchange Commission.
/s/ Williamson Petroleum Consultants, Inc.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
September 26, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the references to our firm in the form and context
in which they appear under the heading "Experts" incorporated by reference in
this Registration Statement on Form S-3 of HS Resources, Inc. ("HSR") and the
incorporation by reference into the foregoing of all references to our firm
included in the Annual Report on Form 10-K of HSR for the year ended December
31, 1996.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Clarence M. Netherland
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Clarence M. Netherland
Chairman
Dallas, Texas
September 26,, 1997
<PAGE> 1
EXHIBIT 99.1
HS RESOURCES, INC.
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CA 94111
Certificate of HS Resources, Inc.
In connection with the registration statement (the "Rule 462(b)
Registration Statement") filed today by HS Resources (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act") , the Company hereby
certifies pursuant to Rule 111(b) under the Act that:
(i) the Company has instructed Bank of America to transmit from
its account at such bank to the Commission's account at Mellon Bank $1,623 as
the filing fee for the Rule 462(b) Registration Statement no later than
September 30, 1997;
(ii) the Company will not revoke the instructions set forth in
paragraph (i); and
(iii) the Company has sufficient funds in its account at Bank of America
to cover the filing fee for the Rule 462(b) Registration Statement.
The Company hereby undertakes to confirm during business hours on
September 30, 1997 that the bank has received the instructions described in
paragraph (i).
/s/ JAMES E. DUFFY
- ---------------------------- September 30, 1997
James E. Duffy
Vice President-Finance
and Chief Financial Officer
