<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000
REGISTRATION NUMBER 333-89961
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
ON
FORM S-3
(formerly on Form S-1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
PETROQUEST ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1311 98-0115468
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
400 E. KALISTE SALOOM ROAD, SUITE 3000
LAFAYETTE, LOUISIANA 70508
(337) 232-7028
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------------
CHARLES T. GOODSON
CHIEF EXECUTIVE OFFICER
PETROQUEST ENERGY, INC.
400 E. KALISTE SALOOM ROAD, SUITE 3000
LAFAYETTE, LOUISIANA 70508
(337) 232-7028
(Name, address, including zip code, and telephone number, including
area code, of registrant's agent for service)
---------------------
Copies to:
ROBERT G. REEDY
PORTER & HEDGES, L.L.P.
700 LOUISIANA
HOUSTON, TEXAS 77002-2764
(713) 226-0674
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
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Common stock, par value $.001 per share...... 5,000,000 $1.734 $ 8,670,000 $2,411
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Common stock, par value $.001 per share(2)... 3,000,000 $1.734 $ 5,202,000 $1,447
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TOTAL........................................ 8,000,000 -- $13,872,000 $3,858(3)
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</TABLE>
(1) Pursuant to Rule 457(c), the registration fee for these shares is calculated
based upon the average of the high and low prices per share of the common
stock reported by the OTC Bulletin Board on October 25, 1999, or $1.734 per
share.
(2) Issuable upon exercise of warrants for that number of shares at an estimated
exercise price of $1.25 per share.
(3) This fee was paid in full upon the initial filing of the Registration
Statement.
---------------------
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 SECURITIES EXCHANGE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 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 JANUARY 14, 2000
PROSPECTUS
8,000,000 SHARES
[PETROQUEST LOGO]
PETROQUEST ENERGY, INC.
COMMON STOCK
The selling stockholders identified in this prospectus are offering
- up to 5,000,000 shares of our common stock which are currently issued and
outstanding and
- up to 3,000,000 shares of our common stock issuable upon the exercise of
outstanding warrants to purchase shares of our common stock.
We are not offering any shares of our common stock for sale under this
prospectus and we will not receive any of the proceeds from the sale of shares
by the selling stockholders under this prospectus. However, we will receive
approximately $3,750,000 if the warrants representing shares of our common stock
in this offering are exercised.
Our common stock is traded on the Nasdaq National Market System under the
symbol "PQUE" and on the Toronto Stock Exchange under the symbol "PQU." The last
reported sale price for our common stock on the Nasdaq National Market on
January 12, 2000 was $1.6875. The last reported sales price for our common stock
on the Toronto Stock Exchange on January 12, 2000 was $2.05.
Our principal executive offices are located at 400 E. Kaliste Saloom Road,
Suite 3000, Lafayette, Louisiana 70508, and our phone number is (337) 232-7028.
---------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January 14, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors................................................ 3
Use of Proceeds............................................. 9
Selling Stockholders........................................ 10
Plan of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 13
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act. This prospectus, which
forms a part of the registration statement, does not contain all the information
set forth in the registration statement. You should refer to the registration
statement and its related exhibits and schedules for further information with
respect to our company and the shares offered in this prospectus. Statements
contained in this prospectus concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
that document filed as an exhibit to the registration statement or otherwise
filed with the SEC and each such statement is qualified by this reference. The
registration statement and its exhibits and schedules are on file at the offices
of the SEC and may be inspected without charge.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our public
filings are also available from commercial document retrieval services and at
the Internet World Wide Web site maintained by the SEC at "http://www.sec.gov."
SEC rules allow us to include some of the information required to be in the
registration statement by incorporating that information by reference to other
documents we file with them. That means we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of
1934 until all of the securities covered by this prospectus are sold:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Reports on Form 10-QSB for the quarters ended March 31, June
30, and September 30, 1999, as amended;
- Current Reports on Form 8-K as filed on May 7, August 9, December 17, and
December 28, 1999; and
- The description of our common stock contained in the Form 8-K filed
September 16, 1998, as amended by the Form 8-K/A-1 filed December 10,
1999.
You may request a copy of these filings, which we will provide to you at no
cost, by writing or telephoning us at the following address:
PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 3000
Lafayette, Louisiana 70508
(337) 232-7028
Attention: Chief Financial Officer
<PAGE> 4
You should rely only on the information incorporated by reference or
contained in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. The selling stockholders
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.
---------------------
2
<PAGE> 5
RISK FACTORS
An investment in our common stock involves a high degree of risk.
Prospective investors should carefully consider the following factors before
investing.
WE MAY NOT BE ABLE TO REPLACE OUR RESERVES OR GENERATE CASH FLOWS IF WE ARE
UNABLE TO RAISE CAPITAL.
We make, and will continue to make, substantial capital expenditures for
the exploration, acquisition and production of oil and gas reserves.
Historically, we have financed these expenditures primarily with cash generated
by operations and proceeds from bank borrowings. If our revenues or our
borrowing base decrease as a result of lower oil and gas prices, operating
difficulties or declines in reserves, we may have limited ability to expend the
capital necessary to undertake or complete future drilling programs. Additional
debt or equity financing or cash generated by operations may not be available to
meet these requirements.
OUR FUTURE SUCCESS DEPENDS UPON OUR ABILITY TO FIND, DEVELOP AND ACQUIRE
ADDITIONAL OIL AND GAS RESERVES THAT ARE ECONOMICALLY RECOVERABLE.
As is generally the case in the Gulf Coast region, many of our producing
properties are characterized by a high initial production rate, followed by a
steep decline in production. As a result, we must locate and develop or acquire
new oil and gas reserves to replace those being depleted by production. We must
do this even during periods of low oil and gas prices when it is difficult to
raise the capital necessary to finance activities. Without successful
exploration or acquisition activities, our reserves and revenues will decline
rapidly. We may not be able to find and develop or acquire additional reserves
at an acceptable cost or have necessary financing for these activities.
OIL AND GAS PRICES ARE VOLATILE AND A SUBSTANTIAL AND EXTENDED DECLINE IN THE
PRICE OF OIL AND GAS WOULD HAVE A MATERIAL ADVERSE EFFECT ON US.
Our revenues, profitability and future growth and the carrying value of our
oil and gas properties depend to a large degree on prevailing oil and gas
prices. Our ability to maintain or increase our borrowing capacity and to obtain
additional capital on attractive terms also substantially depends upon oil and
gas prices. Prices for oil and gas are subject to large fluctuations in response
to relatively minor changes in the supply and demand for oil and gas,
uncertainties within the market and a variety of other factors beyond our
control. These factors include:
- weather conditions in the United States;
- the condition of the United States economy;
- the action of the Organization of Petroleum Exporting Countries;
- governmental regulation;
- political stability in the Middle East and elsewhere;
- the foreign supply of oil and gas;
- the price of foreign imports; and
- the availability of alternate fuel sources.
Any substantial and extended decline in oil or gas prices would have an adverse
effect on the carrying value of our proved reserves, borrowing capacity,
revenues, profitability and cash flows from operations.
3
<PAGE> 6
FACTORS BEYOND OUR CONTROL AFFECT OUR ABILITY TO MARKET OIL AND GAS.
Our ability to market oil and gas from our wells depends upon several
factors beyond our control. These factors include:
- the level of domestic production and imports of oil and gas;
- the proximity of gas production to gas pipelines;
- the availability of pipeline capacity;
- the demand for oil and gas by utilities and other end users;
- the availability of alternate fuel sources;
- the effect of inclement weather;
- state and federal regulation of oil and gas marketing; and
- federal regulation of gas sold or transported in interstate commerce.
If these factors were to change dramatically, our ability to market oil and gas
or obtain favorable prices for our oil and gas could be adversely affected.
OPERATING HAZARDS INCLUDING THOSE PECULIAR TO THE MARINE ENVIRONMENT MAY
ADVERSELY AFFECT OUR ABILITY TO CONDUCT BUSINESS.
Our operations are subject to risks inherent in the oil and gas industry,
such as:
- blowouts,
- cratering,
- explosions,
- uncontrollable flows of oil, gas or well fluids,
- fires,
- pollution and
- other environmental risks.
These risks could result in substantial losses to us from injury and loss of
life, damage to and destruction of property and equipment, pollution and other
environmental damage and suspension of operations. Our offshore operations are
also subject to a variety of operating risks peculiar to the marine environment,
such as hurricanes or other adverse weather conditions and more extensive
governmental regulation. These regulations may, in certain circumstances, impose
strict liability for pollution damage or result in the interruption or
termination of operations.
LOSSES AND LIABILITIES FROM UNINSURED OR UNDERINSURED DRILLING AND OPERATING
ACTIVITIES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND
OPERATIONS.
We maintain several types of insurance to cover our operations, including
maritime employer's liability and comprehensive general liability. Amounts over
base coverages are provided by primary and excess umbrella liability policies
with maximum limits of $35 million. We also maintain operator's extra expense
coverage, which covers the control of drilled or producing wells as well as
redrilling expenses and pollution coverage for wells out of control.
We may not be able to maintain adequate insurance in the future at rates we
consider reasonable or losses may exceed the maximum limits under our insurance
policies. If a significant event that is not fully
4
<PAGE> 7
insured or indemnified occurs, it could materially and adversely affect our
financial condition and results of operations.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON RESERVE INFORMATION BECAUSE RESERVE
INFORMATION REPRESENTS ESTIMATES.
This prospectus contains estimates of oil and gas reserves, and the future
net cash flows attributable to those reserves, prepared by the Ryder Scott
Company, our independent petroleum and geological engineers. There are numerous
uncertainties inherent in estimating quantities of proved reserves and cash
flows from such reserves, including factors beyond our control and the control
of Ryder Scott. Reserve engineering is a subjective process of estimating
underground accumulations of oil and gas that cannot be measured in an exact
manner. The accuracy of an estimate of quantities of reserves, or of cash flows
attributable to these reserves, is a function of:
- the available data;
- assumptions regarding future oil and gas prices;
- expenditures for future development and exploitation activities; and
- engineering and geological interpretation and judgment.
Reserves and future cash flows may also be subject to material downward or
upward revisions based upon production history, development and exploitation
activities and oil and gas prices. Actual future production, revenue, taxes,
development expenditures, operating expenses, quantities of recoverable reserves
and the value of cash flows from those reserves may vary significantly from the
assumptions and estimates in this prospectus. In addition, reserve engineers may
make different estimates of reserves and cash flows based on the same available
data. In calculating reserves on a Mcfe basis, oil was converted to gas
equivalent at the ratio of six Mcf of gas to one Bbl of oil. While this ratio
approximates the energy equivalency of gas to oil on a Btu basis, it may not
represent the relative prices received by us from the sale of our oil and gas
production.
The estimated quantities of proved reserves and the discounted present
value of future net cash flows attributable to those reserves included in this
prospectus were prepared by Ryder Scott in accordance with the rules of the
Securities and Exchange Commission, and are not intended to represent the fair
market value of such reserves.
OUR MANAGEMENT CONTROLS A SIGNIFICANT PERCENTAGE OF OUR OUTSTANDING COMMON STOCK
AND THEIR INTERESTS MAY CONFLICT WITH THOSE OF OUR STOCKHOLDERS.
Our directors and executive officers and their affiliates beneficially own
about 39.8% of our outstanding common stock at December 31, 1999. If these
persons were to act in concert, they will, as a practicable matter, be able to
effectively control the company's affairs, including the election of the entire
board of directors and, subject to Delaware law applicable to related party
transactions, any matter submitted to a vote of the stockholders. This
concentration of ownership could also have the effect of delaying or preventing
a change in control of or otherwise discouraging a potential acquiror from
attempting to obtain control of us. This could have a material adverse effect on
the market price of the common stock or prevent our stockholders from realizing
a premium over the then prevailing market prices for their shares of common
stock.
5
<PAGE> 8
WE FACE STRONG COMPETITION FROM LARGER OIL AND GAS COMPANIES THAT MAY NEGATIVELY
AFFECT OUR ABILITY TO CARRY ON OPERATIONS.
We operate in the highly competitive areas of oil and gas exploration,
development and production. Factors which affect our ability to successfully
compete in the marketplace include:
- the availability of funds and information relating to a property;
- the standards established by us for the minimum projected return on
investment;
- the availability of alternate fuel sources; and
- the intermediate transportation of gas.
Our competitors include major integrated oil companies, substantial independent
energy companies, affiliates of major interstate and intrastate pipelines and
national and local gas gatherers, many of which possess greater financial and
other resources than we do.
COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENT REGULATIONS COULD BE COSTLY
AND COULD NEGATIVELY IMPACT PRODUCTION.
Our operations are subject to numerous laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. These laws and regulations may:
- require the acquisition of a permit before drilling commences,
- restrict the types, quantities and concentration of various substances
that can be released into the environment from drilling and production
activities,
- limit or prohibit drilling activities on certain lands lying within
wilderness, wetlands and other protected areas,
- require remedial measures to mitigate pollution from former operations,
such as plugging abandoned wells, and
- impose substantial liabilities for pollution resulting from our
operations.
The recent trend toward stricter standards in environmental legislation and
regulation is likely to continue. The enactment of stricter legislation or the
adoption of stricter regulation could have a significant impact on our operating
costs, as well as on the oil and gas industry in general.
Our operations could result in liability for personal injuries, property
damage, oil spills, discharge of hazardous materials, remediation and clean-up
costs and other environmental damages. We could also be liable for environmental
damages caused by previous property owners. As a result, substantial liabilities
to third parties or governmental entities may be incurred which could have a
material adverse effect on our financial condition and results of operations. We
maintain insurance coverage for our operations, including limited coverage for
sudden and accidental environmental damages, but we do not believe that
insurance coverage for environmental damages that occur over time or complete
coverage for sudden and accidental environmental damages is available at a
reasonable cost. Accordingly, we may be subject to liability or may lose the
privilege to continue exploration or production activities upon substantial
portions of our properties if certain environmental damages occur.
The Oil Pollution Act of 1990 imposes a variety of regulations on
"responsible parties" related to the prevention of oil spills. The
implementation of new, or the modification of existing, environmental laws or
regulations, including regulations promulgated pursuant to the Oil Pollution Act
of 1990, could have a material adverse impact on us.
6
<PAGE> 9
THE LACK OF TRADING VOLUME OF OUR COMMON STOCK COULD ADVERSELY AFFECT THE
PREVAILING MARKET FOR OUR COMMON STOCK.
Historically, there has been limited trading volume for our common stock.
Effective May 5, 1999, our common stock was delisted from quotation on The
Nasdaq Stock Market for failure to comply with Nasdaq's listing and maintenance
standards including a minimum bid price of $1.00 per share. Our common stock's
listing on the Toronto Stock Exchange was not affected. Effective on the
beginning of business, December 23, 1999, the common stock was again approved
for listing on the Nasdaq National Market System. However, we may not be able to
continue to meet Nasdaq's listing and maintenance standards in the future and
our common stock may be delisted from quotation on the Nasdaq Stock Market. In
addition, analysts may not provide coverage with respect to our common stock.
These factors may affect the liquidity of our common stock and a significant
market may not develop for our common stock.
SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK MAY ADVERSELY AFFECT OUR STOCK
PRICE AND MAKE FUTURE OFFERINGS TO RAISE MORE CAPITAL DIFFICULT.
Sales of a large number of shares of our common stock in the market after
this offering or the perception that sales may occur could adversely affect the
trading price of our common stock. Assuming the exercise of warrants issued in a
private placement to accredited investors in August 1999, we would have had
approximately 26.7 million shares of our common stock outstanding as of December
31, 1999. Of these shares, approximately 10.2 million shares are freely
tradeable with the remaining constituting "restricted securities" within the
meaning of Rule 144 adopted under the Securities Act. These restricted
securities may be resold publicly only following their effective registration
under the Securities Act, or based upon an available exemption from the
registration requirements of that Act, such as Rule 144. Under Rule 144, those
shares will be eligible for resale, subject to certain volume limitations and
other requirements. The holders of a substantial number of those restricted
shares have registration rights granted in the private placement to accredited
investors in August 1999 and the merger with American Explorer, L.L.C. on
September 1, 1998.
In the merger with American, we granted certain registration rights to
persons who received an aggregate of 7,335,001 shares of our common stock and
1,667,001 contingent stock issue rights in the merger. The contingent stock
issue rights entitle the holders to receive 1,667,001 shares our common stock if
the trading price per share for our common stock is $5.00 or higher for 20
consecutive trading date on or before September 1, 2001. The registration rights
provide the holders of this common stock and the common stock underlying the
contingent stock issue rights the right to participate in registrations of our
common stock by the company for our own account or the account of our
stockholders. Accordingly, these persons were entitled to participate in this
registration. However, these persons agreed to waive their rights to participate
in this registration, while preserving their rights as to future registrations.
We have also filed a registration statement on Form S-8 under the
Securities Act to register 1,800,000 shares of our common stock reserved or to
be available for issuance under our 1998 incentive plan. At December 31, 1999,
options to purchase a total of 1,060,300 shares of our common stock were
outstanding, leaving a total of 699,700 available for grant of incentive awards
under our incentive plan. Shares of our common stock issued under our incentive
plan generally are available for sale in the open market by holders who are not
our affiliates and, subject to volume and other limitations of Rule 144, by
holders who are affiliates of the company.
We may issue additional restricted securities or register additional shares
of common stock under the Securities Act in the future for its use in connection
with future acquisitions. Pursuant to Securities Act Rule 145, the volume
limitations and certain other requirements of Rule 144 would apply to resales of
these shares by affiliates of the businesses that we acquire for a period of one
year from the date of their acquisition, but otherwise these shares would be
freely tradable by persons not affiliated with us unless we contractually
restrict their resale.
7
<PAGE> 10
The availability for sale, or sale, of the shares of common stock eligible
for future sale could adversely affect the market price of our common stock.
WE MAY ISSUE SHARES OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR COMMON
STOCK.
Our certificate of incorporation authorizes our board of directors to issue
one or more series of preferred stock and set the terms of the preferred stock
without seeking any further approval from you. Any preferred stock that is
issued may rank ahead of our common stock in terms of dividends priority and
liquidation premiums and may have greater voting rights than our common stock.
PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW COULD DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, EVEN IF THAT CHANGE WOULD BE BENEFICIAL TO OUR
STOCKHOLDERS.
Certain provisions of our certificate of incorporation and bylaws may
delay, discourage, prevent or render more difficult an attempt to obtain control
of our company, whether through a tender offer, business combination, proxy
contest or otherwise. These provisions include:
- the charter authorization of "blank check" preferred stock;
- a limitation on the removal of directors only for cause, and then only on
approval of holders of two-thirds of the outstanding voting stock; and
- a restriction on the ability of stockholders to take actions by written
consent.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING INFORMATION.
This prospectus and the documents incorporated by reference into this
prospectus include "forward looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included in this prospectus and the documents incorporated by
reference into this prospectus regarding increases in oil and gas production,
our financial position, oil and gas reserve estimates, business strategy and
other plans and objectives for future operations, are forward-looking
statements. These expectations may not prove to be correct. There are numerous
uncertainties inherent in estimating quantities of proved oil and natural gas
reserves and in projecting future rates of production and timing of development
expenditures, including many factors beyond our control. Reserve engineering is
a subjective process of estimating underground accumulations of oil and natural
gas that cannot be measured in an exact way, and the accuracy of any reserve
estimate is a function of the quality of available data and of engineering and
geological interpretation and judgment. As a result, estimates made by different
engineers often vary from one another. Results of drilling, testing and
production subsequent to the date of an estimate may also justify revisions of
such estimates and such revisions, if significant, would change the schedule of
any further production and development drilling. Accordingly, reserve estimates
are generally different from the quantities of oil and natural gas that are
ultimately recovered. Additional important factors that could cause actual
results to differ materially from our expectations are disclosed under these
"Risk Factors" and elsewhere in this prospectus. Should one or more of these
risks or uncertainties occur, or should underlying assumptions prove incorrect,
our actual results and plans for 1999 and beyond could differ materially from
those expressed in the forward-looking statements. All such forward-looking
statements are expressly qualified in their entirety by such factors.
8
<PAGE> 11
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by the
selling stockholders pursuant to this prospectus. The net proceeds from the
exercise of any warrant is anticipated to be used to repay indebtedness and for
general corporate purposes.
9
<PAGE> 12
SELLING STOCKHOLDERS
The following table sets forth certain information concerning each of the
selling stockholders. Assuming that the selling shareholders offer all of their
shares of our common stock, the selling stockholders will not have any
beneficial ownership except as otherwise provided in the table below. The shares
are being registered to permit the selling stockholders to offer the shares for
resale from time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNED AND TO BE NUMBER OF NUMBER OF PERCENTAGE OF
OWNED PRIOR TO SHARES BEING SHARES OWNED SHARES OWNED
SELLING SHAREHOLDERS OFFERING(1) OFFERED(1) AFTER OFFERING(2) AFTER OFFERING(2)
-------------------- ---------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
CRM Partners, LP(3)................................. 696,000 696,000 0 *
7804 Yukon Ltd.(4).................................. 675,000 675,000 0 *
William W. Rucks, IV(5)............................. 705,000(4) 675,000(4) 30,000 *
R. Chaney & Partners IV, L.P.(6).................... 600,000 600,000 0 *
CRM 1998 Enterprise Fund II, LLC(7)................. 525,000 525,000 0 *
CRM Retirement Partners, LP(8)...................... 509,250 509,250 0 *
Connaught Global Limited(9)......................... 300,000 300,000 0 *
CRM Madison Partners, LP(10)........................ 272,250 272,250 0 *
Andrew M. Lessman(11)............................... 225,000 225,000 0 *
Ingelside Company(11)............................... 225,000 225,000 0 *
CRM 20/20 Fund, LLC(11)............................. 225,000 225,000 0 *
Gerald Cramer(11)................................... 225,000 225,000 0 *
Ironman Energy Capital(11).......................... 225,000 225,000 0 *
Vivaldi, LLC(11).................................... 225,000 225,000 0 *
MM & B Holdings, LLC(12)............................ 195,000 195,000 0 *
Apex Investment Fund Limited(13).................... 150,000 150,000 0 *
BSR Investments Ltd.(13)............................ 150,000 150,000 0 *
Jay B. Langner(13).................................. 150,000 150,000 0 *
Michael P. Marcus(13)............................... 150,000 150,000 0 *
E. Wayne Nordberg(13)............................... 150,000 150,000 0 *
Investors Administration Services, Inc.(14)......... 100,000(9) 100,000(9) 0 *
Michael D. Bodino(15)............................... 93,750(16) 93,750(16) 0 *
Kenneth R. Etheredge(15)............................ 93,750(16) 93,750(16) 0 *
Bruce E. Lazier(15)................................. 93,750(16) 93,750(16) 0 *
San Jacinto Securities, Inc.(15).................... 93,750(16) 93,750(16) 0 *
Pamela Equities Corp.(17)........................... 90,000 90,000 0 *
Edward J. Rosenthal Profit Sharing Plan(18)......... 75,000 75,000 0 *
LAD Equity Partners, LP(18)......................... 75,000 75,000 0 *
Robert Rehme(18).................................... 75,000 75,000 0 *
Nelson J. Luria, Trustee u/a dated 12/18/79 FBO
Samuel S. Nordberg and Anna L. Nordberg(18)....... 75,000 75,000 0 *
The Laurence B. Flood Trust Dated 5/10/96(18)....... 75,000 75,000 0 *
Cramer Rosenthal McGlynn LLC........................ 2,904,000(19) 67,500(20) 0 *
CRM 1998 Enterprise Fund, LLC(21)................... 60,000 60,000 0 *
Francisco A. Garcia(22)............................. 60,000(21) 60,000(21) 0 *
Kabuki Partners ADP, G.P.(21)....................... 60,000 60,000 0 *
Michael Prober(23).................................. 52,500 52,500 0 *
William R. Cline(24)................................ 37,500 37,500 0 *
Fred M. Filoon(24).................................. 37,500 37,500 0 *
Eugene A. Trainor III(24)........................... 37,500 37,500 0 *
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNED AND TO BE NUMBER OF NUMBER OF PERCENTAGE OF
OWNED PRIOR TO SHARES BEING SHARES OWNED SHARES OWNED
SELLING SHAREHOLDERS OFFERING(1) OFFERED(1) AFTER OFFERING(2) AFTER OFFERING(2)
-------------------- ---------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Keith F. Carney(25)................................. 30,000 30,000 0 *
Janet M. Mavec(25).................................. 30,000 30,000 0 *
Gloria K. Berry(15)................................. 25,000(18) 25,000(18) 0 *
Michael Marrone(26)................................. 15,000 15,000 0 *
</TABLE>
- ---------------
* Less than 1%.
(1) Ownership is determined in accordance with Rule 13d-3 under the Exchange
Act. The actual number of shares beneficially owned and offered for sale is
subject to adjustment and could be materially less or more than the
estimated account indicated depending upon factors which we cannot predict
at this time.
(2) Assumes the sale of all of the shares offered hereby to persons who are not
affiliates of the selling shareholders.
(3) Includes warrants to purchase 232,000 shares of common stock at an exercise
price of $1.25 per share.
(4) Includes warrants to purchase 225,000 shares of common stock at an exercise
price of $1.25 per share.
(5) In connection with the private placement to accredited investors in August
1999, Mr. Rucks was appointed to serve on our board of directors effective
October 1999.
(6) Includes warrants to purchase 200,000 shares of common stock at an exercise
price of $1.25 per share.
(7) Includes warrants to purchase 175,000 shares of common stock at an exercise
price of $1.25 per share.
(8) Includes warrants to purchase 169,750 shares of common stock at an exercise
price of $1.25 per share.
(9) Includes warrants to purchase 100,000 shares of common stock at an exercise
price of $1.25 per share.
(10) Includes warrants to purchase 90,750 shares of common stock at an exercise
price of $1.25 per share.
(11) Includes warrants to purchase 75,000 shares of common stock at an exercise
price of $1.25 per share.
(12) Includes warrants to purchase 65,000 shares of common stock at an exercise
price of $1.25 per share.
(13) Includes warrants to purchase 50,000 shares of common stock at an exercise
price of $1.25 per share.
(14) Investors Administration Services, Inc. received warrants to purchase
100,000 shares of common stock for acting as our placement agent in
connection with our private placement to accredited investors in August
1999.
(15) San Jacinto Securities, Inc received warrants to purchase 400,000 shares of
common stock for acting as our placement agent in connection with our
private placement to accredited investors in August 1999. San Jacinto then
distributed warrants to purchase 93,750, 93,750, 93,750 and 25,000 shares
of common stock to Messrs, Bodino, Ethridge and Lazier and Ms. Berry,
respectively.
(16) Includes warrants to purchase 93,750 shares of common stock at an exercise
price of $1.25 per share.
(17) Includes warrants to purchase 30,000 shares of common stock at an exercise
price of $1.25 per share.
(18) Includes warrants to purchase 25,000 shares of common stock at an exercise
price of $1.25 per share.
(19) The beneficial owners of these shares of common stock have shared voting
and shared investment power to all of the shares of common stock as
reflected on Schedule 13G filed by Cramer Rosenthal McGlynn, LLC with the
Securities and Exchange Commission on August 12, 1999. All of these
beneficial owners are also selling shareholders under this prospectus and
are assumed to offer all of their shares of our common stock pursuant
thereto. Includes warrants to purchase 968,000 shares of common stock at an
exercise price of $1.25 per share.
(20) Includes warrants to purchase 22,500 shares of common stock at an exercise
price of $1.25 per share.
(21) Includes warrants to purchase 20,000 shares of common stock at an exercise
price of $1.25 per share.
(22) In connection with the private placement to accredited investors in August
1999, Mr. Garcia was appointed to serve on our board of directors by
Cramer, Rosenthal, McGlynn LLC effective September 1999.
(23) Includes warrants to purchase 17,500 shares of common stock at an exercise
price of $1.25 per share.
(24) Includes warrants to purchase 12,500 shares of common stock at an exercise
price of $1.25 per share.
(25) Includes warrants to purchase 10,000 shares of common stock at an exercise
price of $1.25 per share.
(26) Includes warrants to purchase 5,000 shares of common stock at an exercise
price of $1.25 per share.
11
<PAGE> 14
PLAN OF DISTRIBUTION
This prospectus covers the resale of shares of our common stock by the
selling stockholders. The selling stockholders may sell their shares of common
stock under this prospectus:
- through one or more broker-dealers acting as either principal or agent;
- through underwriters;
- directly to investors; or
- any combination of these methods.
The selling stockholders will fix a price or prices, and they may change
the price, of the shares of common stock offered based upon:
- market prices prevailing at the time of sale;
- prices related to those market prices; or
- negotiated prices.
These sales may be effected in one or more of the following transactions
(which may involve crosses and block transactions):
- on any securities exchange or U.S. inter-dealer system of a registered
national securities association on which the common stock may be listed
or quoted at the time of sale;
- in the over-the-counter market;
- in private transactions;
- through the writing of options, whether the options are listed on an
option exchange or otherwise; or
- through the settlement of short sales.
Broker-dealers, underwriters or agents may receive compensation in the form
of discounts, concessions from the selling stockholder or the purchasers. These
discounts, concessions or commissions may be more than those customary for the
transaction involved. If any broker-dealer purchases the shares of common stock
as principal, it may effect resales of the shares through other broker-dealers,
and other broker-dealers may receive compensation from the purchasers for whom
they act as agents.
To comply with the securities laws of some states, if applicable, the
shares may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the shares may not be sold
unless they have been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the shares may be "underwriters" within the
meaning of the Securities Act. Any discounts, commissions, concessions or profit
they earn on any resale of the shares may be underwriting discounts and
commissions under the Securities Act. Selling stockholders who are
"underwriters" within the meaning of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act.
Any shares covered by this prospectus which qualify for sale under Rule 144
of the Securities Act may be sold under Rule 144 rather than under this
prospectus. A selling stockholder may not sell any shares described in this
prospectus and may not transfer, devise or gift these securities by other means
not described in this prospectus.
To the extent required, the specific shares to be sold, the names of the
selling stockholders, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
12
<PAGE> 15
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
Under the registration rights agreement, we have agreed to indemnify the
selling stockholders and each underwriter, if any, against certain liabilities,
including certain liabilities under the Securities Act, or will contribute to
payments the selling stockholders or underwriters may be required to make in
respect of those liabilities.
We have agreed to pay substantially all of the expenses in connection with
the registration, offering and sale of the shares covered by this prospectus,
other than commissions, fees and discounts of underwriters, brokers, dealers and
agents.
We have agreed to keep the registration statement, of which this prospectus
is a part, effective until August 31, 2004, subject to extension for any
suspension or blackout periods during which shares covered by this prospectus
can not be sold.
LEGAL MATTERS
The validity of the shares of our common stock offered in this prospectus
will be passed upon for us by Porter & Hedges, L.L.P., Houston, Texas.
EXPERTS
The audited consolidated financial statements as of December 31, 1998, and
for the year then ended of PetroQuest Energy, Inc. incorporated by reference in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in auditing and accounting in giving said reports.
The consolidated financial statements of PetroQuest Energy, Inc. (formerly
Optima Petroleum Corporation) as at December 31, 1997 and for the years ended
December 31, 1997 and 1996 incorporated in this prospectus by reference and in
the registration statement have been audited by KPMG LLP, independent chartered
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon such reports given upon the authority of said firm as
experts in auditing and accounting.
13
<PAGE> 16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE
YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT
THE INFORMATION APPEARING IN THIS PROSPECTUS IS ACCURATE AS OF THE DATE ON THE
FRONT COVER OF THIS PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS
OF OPERATIONS AND PROSPECTUS MAY HAVE CHANGED SINCE THAT DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors.......................... 3
Use of Proceeds....................... 9
Selling Stockholders.................. 10
Plan of Distribution.................. 12
Legal Matters......................... 13
Experts............................... 13
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8,000,000 SHARES
PETROQUEST
ENERGY, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement, all of which shall be paid by us. All of such amounts
(except the SEC Registration Fee and the Toronto Stock Exchange Listing Fee) are
estimated.
<TABLE>
<S> <C>
SEC Registration Fee...................................... $ 3,858
Blue Sky Fees and Expenses................................ 10,000
Toronto Exchange Listing Fee.............................. 29,425
Printing and Mailing Costs................................ 5,000
Legal Fees and Expenses................................... 15,000
Accounting Fees and Expenses.............................. 15,000
Miscellaneous............................................. 5,000
-------
Total........................................... $83,283
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL permits a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action.
In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise provided by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceeding, as well as to expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.
Our certificate of incorporation and bylaws require us to indemnify our
directors and officers to the fullest extent permitted under Delaware law. Our
certificate of incorporation limits the personal liability of a director to us
or our stockholders to damages for breach of the director's fiduciary duty.
II-1
<PAGE> 18
The above discussion of our certificate of incorporation and bylaws and the
DGCL is not intended to be exhaustive and is qualified in its entirety by the
certificate, bylaws and statute.
We maintain officers' and directors' indemnity insurance against expenses
of defending claims or payment of amounts arising out of good-faith conduct
believed by the officer or director to be in or not opposed to our best
interest.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Plan and Agreement of Merger by and among Optima
Petroleum Corporation, Optima Energy (U.S. Corporation
its wholly-owned subsidiary and Goodson Exploration
Company, NAB Financial L.L.C., Dexco Energy, inc.,
American Explorer, L.L.C. (incorporated herein by
reference to Appendix G of the Proxy Statement on
Schedule 14A filed July 22, 1998).
4.1 -- Registration Rights Agreement dated as of September 1,
1998 among Optima Petroleum Corporation, Charles T.
Goodson, Alfred J. Thomas, II, Ralph J. Daigle, Janell B.
Thomas, Alfred J. Thomas, III, Blaine A. Thomas, and
Natalie A. Thomas (incorporated herein by reference to
Exhibit 99.1 to Form 8-K dated September 16, 1998).
4.2 -- Form of Certificate of Contingent Stock Issue Right
(incorporated herein by reference to Exhibit 4.3 to Form
8-K dated September 16, 1998).
4.3 -- Form of Warrant to Purchase Shares of Common Stock of
PetroQuest Energy, Inc. (incorporated herein by reference
to Exhibit 4.1 to Form 8-K dated August 9, 1999).
4.4 -- Form of Placement Agent Warrant to Purchase Shares of
Common Stock of PetroQuest Energy, Inc. (incorporated
herein by reference to Exhibit 4.2 to Form 8-K dated
August 9, 1999).
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of KPMG LLP
*23.3 -- Consent of Porter & Hedges, LLP (contained in Exhibit
5.1)
+24.1 -- Power of attorney
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
(b) Financial Statement Schedules. All schedules are omitted because they
are not applicable or because the required information is contained in
the Financial Statements or Notes thereto.
ITEM 17. UNDERTAKINGS.
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 of 1933;
(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 thereof) which, 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
II-2
<PAGE> 19
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 a 20% 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on January 14, 2000.
PETROQUEST ENERGY, INC.
By: /s/ CHARLES T. GOODSON
----------------------------------
Charles T. Goodson,
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ ----
<C> <S> <C>
* Chairman of the Board and January 14, 2000
- ----------------------------------------------------- Director
William C. Leuschner
/s/ CHARLES T. GOODSON President, Chief Executive January 14, 2000
- ----------------------------------------------------- Officer and Director
Charles T. Goodson (Principal Executive
Officer)
* Chief Operating Officer January 14, 2000
- ----------------------------------------------------- and Director
Alfred J. Thomas, II
* Senior Vice President -- January 14, 2000
- ----------------------------------------------------- Exploration and Director
Ralph J. Daigle
* Chief Financial Officer, January 14, 2000
- ----------------------------------------------------- Secretary and Director
Robert R. Brooksher (Principal Financial and
Accounting Officer)
* Director January 14, 2000
- -----------------------------------------------------
Daniel G. Fournerat
* Director January 14, 2000
- -----------------------------------------------------
Robert L. Hodgkinson
* Director January 14, 2000
- -----------------------------------------------------
William W. Rucks, IV
* Director January 14, 2000
- -----------------------------------------------------
Francisco A. Garcia
*By: /s/ ROBERT R. BROOKSHER
------------------------------------------------
Robert R. Brooksher
Chief Financial Officer, Secretary,
Director and as attorney-in-fact
</TABLE>
II-4
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Plan and Agreement of Merger by and among Optima
Petroleum Corporation, Optima Energy (U.S. Corporation
its wholly-owned subsidiary and Goodson Exploration
Company, NAB Financial L.L.C., Dexco Energy, inc.,
American Explorer, L.L.C. (incorporated herein by
reference to Appendix G of the Proxy Statement on
Schedule 14A filed July 22, 1998).
4.1 -- Registration Rights Agreement dated as of September 1,
1998 among Optima Petroleum Corporation, Charles T.
Goodson, Alfred J. Thomas, II, Ralph J. Daigle, Janell B.
Thomas, Alfred J. Thomas, III, Blaine A. Thomas, and
Natalie A. Thomas (incorporated herein by reference to
Exhibit 99.1 to Form 8-K dated September 16, 1998).
4.2 -- Form of Certificate of Contingent Stock Issue Right
(incorporated herein by reference to Exhibit 4.3 to Form
8-K dated September 16, 1998).
4.3 -- Form of Warrant to Purchase Shares of Common Stock of
PetroQuest Energy, Inc. (incorporated herein by reference
to Exhibit 4.1 to Form 8-K dated August 9, 1999).
4.4 -- Form of Placement Agent Warrant to Purchase Shares of
Common Stock of PetroQuest Energy, Inc. (incorporated
herein by reference to Exhibit 4.2 to Form 8-K dated
August 9, 1999).
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of KPMG LLP
*23.3 -- Consent of Porter & Hedges, LLP (contained in Exhibit
5.1)
+24.1 -- Power of attorney
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
<PAGE> 1
EXHIBIT 5.1
January 14, 2000
PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 3000
Lafayette, Louisiana 70508
Gentlemen:
We have acted as counsel to PetroQuest Energy, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 as amended (the "Registration Statement")
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended. The Registration Statement relates to an aggregate of
8,000,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), which may be offered and sold from time to time by selling
security holders (the "Selling Security Holders") of the Company.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that (i) the
5,000,000 shares of Common Stock to be offered pursuant to the Registration
Statement are validly issued, fully-paid and nonassessable outstanding shares of
Common Stock and (ii) up to 3,000,000 shares of Common Stock to be offered and
sold pursuant to the Registration Statement will be, when issued by the Company
upon the exercise or conversion by certain of the Selling Security Holders of
warrants convertible into shares of Common Stock, validly issued, fully-paid and
nonassessable outstanding shares of Common Stock.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included in the Registration Statement This opinion supersedes
our opinion on this matter dated October 29, 1999.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 12, 1999 on the consolidated financial statements of PetroQuest
Energy, Inc. as of December 31, 1998, and for the year then ended, and to all
references to our Firm included or incorporated by reference in this
registration statement on Form S-3 of PetroQuest Energy, Inc.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
January 14, 2000
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
PetroQuest Energy, Inc.
We consent to the use of our auditors' report dated March 13, 1998 (except as to
note 1, for which the date is March 12, 1999) on the consolidated financial
statements of PetroQuest Energy, Inc. (formerly Optima Petroleum Corporation)
for the years ended December 31, 1997 and 1996 incorporated by reference herein
and to the reference to our firm under the heading "Experts" in the Form S-3
Registration Statement.
/s/ KPMG LLP
Vancouver, Canada
January 14, 2000
