<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
PETROQUEST ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 72-1440714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</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 and telephone number, including area code, of agent for service)
---------------------
With Copies To:
ROBERT G. REEDY
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
(713) 226-0674
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the registration statement becomes effective.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT(1) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share........... 5,128,500 $2.3125 $11,859,656.25 $3,131
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</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based upon the
average of the high and low sale prices for Common Stock reported by the
Nasdaq National Market System on July 25, 2000.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED JULY 28, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
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.
PROSPECTUS
5,128,500 SHARES
[PETROQUEST LOGO]
COMMON STOCK
The selling stockholders identified in this prospectus are offering up to
5,128,500 shares of our common stock which are currently issued and outstanding.
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.
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 July
25, 2000 was $2.3125. The last reported sales price for our common stock on the
Toronto Stock Exchange on July 25, 2000 was CDN$4.40.
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 5 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 , 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Where You Can Find More Information......................... 4
Risk Factors................................................ 5
Use of Proceeds............................................. 11
Selling Stockholders........................................ 12
Plan of Distribution........................................ 16
Legal Matters............................................... 17
Experts..................................................... 17
</TABLE>
3
<PAGE> 4
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, 1999;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as
amended;
- Current Reports on Form 8-K as filed on April 5, April 20 and July 21,
2000; 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
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.
4
<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.
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<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
6
<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 31% of our outstanding common stock at July 21, 2000. 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.
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;
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<PAGE> 8
- 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.
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
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<PAGE> 9
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 public market
or the perception that sales may occur could adversely affect the trading price
of our common stock. As of July 21, 2000, approximately 29.5 million shares of
our common stock were outstanding. In addition, approximately 11.1 million
shares of our common stock were issuable upon the exercise of outstanding stock
options, warrants and other rights to acquire our common stock. Of these shares
of common stock, approximately 20.6 million shares constitute "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.
The resale of 8 million shares and 1.8 million shares of restricted common
stock is registered on currently effective Form S-3 and S-8 registration
statements, respectively. We also expect to file a registration statement on
Form S-8 in the near future covering an additional 600,000 shares of our common
stock available under our 1998 incentive plan. We also have a significant number
of these restricted securities which may be eligible for resale under Rule 144
or have "piggyback" registration rights. We may issue additional restricted
securities or register additional shares of common stock under the Securities
Act in the future. 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, and Section 21E of the Securities Exchange Act of
1934. All statements other than statements of historical facts included in and
incorporated by reference into this prospectus are forward-looking statements.
These forward-looking statements include, without limitation, statements
regarding our estimate of the sufficiency of our existing capital resources and
our ability to raise additional capital to fund cash requirements for future
operations, and regarding the uncertainties involved in estimating quantities of
proved oil and natural gas reserves and in projecting future rates or production
and timing of development expenditures. Although we believe that
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the expectations reflected in these forward-looking statements are reasonable,
we cannot give any assurance that such expectation reflected in these
forward-looking statements will prove to have been correct.
When used in and incorporated by reference into this prospectus, the words,
"expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words.
Because these forward-looking statements involve risks and uncertainties, actual
results could differ materially from those expressed or implied by these
forward-looking statements for a number of important reasons, including those
discussed under "Risk Factors," "Use of Proceeds," and elsewhere in and
incorporated by reference into this prospectus.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by the
selling stockholders pursuant to this prospectus.
11
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SELLING STOCKHOLDERS
The following table sets forth certain information concerning each of the
selling stockholders. Assuming that the selling stockholders 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 STOCKHOLDERS OFFERING(1) OFFERED(1) AFTER OFFERING(2) AFTER OFFERING(2)
----------------------------------- ---------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
William W. Rucks, IV(3)............ 855,000 100,000 755,000 2.6%
CRM Partners, LP(4)(5)............. 796,000 100,000 696,000 2.4%
CRM Retirement Partners,
LP(4)(6)......................... 559,250 50,000 509,250 1.7%
E. Wayne Nordberg(7)............... 380,000 100,000 280,000 *
CRM Madison Partners, LP(4)(8)..... 306,250 34,000 272,250 *
Ingleside Company(9)(10)........... 505,000 280,000 225,000 *
CRM 1999 Enterprise Fund,
LLC(4)(11)....................... 385,000 160,000 225,000 *
Jay Langner(10)(12)(13)............ 240,000 40,000 200,000 *
Pamela Equities
Corp.(10)(12)(14)................ 150,000 60,000 90,000 *
Ironman Energy Capital L.P.(9)..... 335,000 260,000 75,000 *
Edward J. Rosenthal Profit Sharing
Plan(12)(15)..................... 95,000 20,000 75,000 *
Fred M. Filoon(12)(16)(17)......... 47,500 10,000 37,500 *
Eugene A. Trainor,
III(12)(17)(18).................. 62,500 25,000 37,500 *
Lang H. Gerhard.................... 1,000,000 1,000,000 0 *
Canadian Resources Fund............ 452,000 452,000 0 *
Prism Partners I, L.P.............. 260,000 260,000 0 *
Schottenfeld Associates, LP........ 200,000 200,000 0 *
James C. Smith..................... 200,000 200,000 0 *
A. T. Petroleum, Inc. ............. 135,000 135,000 0 *
Peter Angelos...................... 100,000 100,000 0 *
Prism Partners II Offshore Fund.... 100,000 100,000 0 *
GWL CDN Resources Fund............. 80,000 80,000 0 *
Calvin C. Fayard, Jr. ............. 70,000 70,000 0 *
Alpine Canadian Resource Fund...... 68,000 68,000 0 *
Pegasus Capital II L.P............. 65,000 65,000 0 *
Weiss, Peck & Greer as Trustee FBO
Richard L. Feldman IRA........... 60,000 60,000 0 *
Eugenie L. Birch................... 50,000 50,000 0 *
Chinchuba Partners L.P.(19)........ 50,000 50,000 0 *
William J. Dore, Jr. .............. 50,000 50,000 0 *
Joseph M. LaMotta(12).............. 50,000 50,000 0 *
John B. Regan, Jr.(20)............. 50,000 50,000 0 *
St. Philip Partners(21)............ 50,000 50,000 0 *
Antoine J. Tristani................ 50,000 50,000 0 *
Douglas Campbell, Jr. ............. 40,000 40,000 0 *
Jobenash Partners.................. 40,000 40,000 0 *
Osiris Investment Partners, L.P.... 40,000 40,000 0 *
Prism Partners Offshore Fund....... 40,000 40,000 0 *
John W. Rotenstreich............... 40,000 40,000 0 *
Ridgecrest Partners, QP, LP........ 35,300 35,300 0 *
John P. Rosenthal.................. 30,000 30,000 0 *
Robert A. Maurin III............... 29,000 29,000 0 *
LaMotta Family 1993 Trust.......... 25,000 25,000 0 *
Douglas Cramer..................... 25,000 25,000 0 *
Kimberly Cramer.................... 25,000 25,000 0 *
Lauren Cramer...................... 25,000 25,000 0 *
Thomas Cramer...................... 25,000 25,000 0 *
Christopher Fox (22)............... 25,000 25,000 0 *
Gelfenbein Family Partnership...... 25,000 25,000 0 *
</TABLE>
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<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 STOCKHOLDERS OFFERING(1) OFFERED(1) AFTER OFFERING(2) AFTER OFFERING(2)
----------------------------------- ---------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Joseph M. LaMotta 1999 GRAT........ 25,000 25,000 0 *
Henry M. Burkhalter................ 20,000 20,000 0 *
H. Lance Forsdick.................. 20,000 20,000 0 *
Stephen A. McConnell............... 20,000 20,000 0 *
Rovest Partnership(15)............. 20,000 20,000 0 *
Sidney Singer(12).................. 20,000 20,000 0 *
Terry H. Smith (23)................ 20,000 20,000 0 *
Thomas A. Stone.................... 20,000 20,000 0 *
CRM MicroCap Fund, LP(4)........... 16,000 16,000 0 *
Joseph L. Carrere (24)............. 15,000 15,000 0 *
Ridgecrest Partners, Ltd........... 11,600 11,600 0 *
Michael O. Aldridge (25)........... 10,000 10,000 0 *
Leslie Dowell Arnette.............. 10,000 10,000 0 *
James P. Farwell................... 10,000 10,000 0 *
John Heimerdinger.................. 10,000 10,000 0 *
H. Wayne Tipton.................... 10,000 10,000 0 *
Philip J. DiSalvo, Jr. ............ 5,000 5,000 0 *
Peter M. Smith..................... 5,000 5,000 0 *
Diane R. McConnell (26)............ 5,000 5,000 0 *
Dr. R. V. Kidd..................... 4,500 4,500 0 *
Ridgecrest Partners, LP............ 3,100 3,100 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 stockholders.
(3) Includes warrants to purchase 225,000 shares of common stock at an exercise
price of $1.25 per share and vested options to purchase 50,000 shares of
common stock at $1.69 per share. 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.
(4) These selling stockholders are affiliated with CRM, Inc., which holds a 44%
ownership interest in Cramer Rosenthal McGlynn, LLC, an affiliate of
PetroQuest, as follows. CRM, Inc. serves as the general partner and holds a
1% ownership interest in CRM Partners, LP, CRM Retirement Partners, LP, CRM
Madison Partners, LP and CRM MicroCap Fund, LP. CRM, Inc. serves as the
managing member and holds a 1% ownership interest in CRM 1999 Enterprise
Fund, LLC.
(5) Includes warrants to purchase 232,000 shares of common stock at an exercise
price of $1.25 per share.
(6) Includes warrants to purchase 169,750 shares of common stock at an exercise
price of $1.25 per share.
(7) Includes warrants to purchase 50,000 shares of common stock at an exercise
price of $1.25 per share, vested options to purchase 50,000 shares of
common stock at $1.81 per share, 20,000 shares of common stock held by his
wife and warrants to purchase 10,000 shares of common stock at an exercise
price of $1.25 per share also held by his wife. Mr. Nordberg is a member of
our board of directors.
(8) Includes warrants to purchase 90,750 shares of common stock at an exercise
price of $1.25 per share.
(9) Includes warrants to purchase 75,000 shares of common stock at an exercise
price of $1.25 per share.
13
<PAGE> 14
(10) Cramer Rosenthal McGlynn, LLC, an affiliate of PetroQuest, serves as an
investment advisor, as that term is defined in the Investment Advisers Act
of 1940, as amended, to Ingleside Company, Jay B. Langner and Pamela
Equities Corp. Cramer Rosenthal McGlynn, LLC also serves as an investment
advisor to several holders of ownership interests in CRM Exploration, LLC.
(11) Includes 150,000 shares of common stock and warrants to purchase 75,000
shares of common stock at an exercise price of $1.25 per share held in the
name of CRM 20/20 Fund, LLC.
(12) These selling stockholders are owners of or are affiliated with owners of
CRM Exploration, LLC, which is affiliated with PetroQuest as follows. CRM
Investors, Inc. holds a 1% ownership interest in and is the managing member
of CRM Exploration. Certain of the remaining 99% ownership interests in CRM
Exploration are held by certain of the selling stockholders or by
affiliates of certain of the selling stockholders. CRM Investors and CRM,
Inc. are beneficially owned by the same stockholders although in different
proportions. In turn, CRM, Inc. holds a 44% ownership interest in Cramer
Rosenthal McGlynn, LLC, an affiliate of PetroQuest. PetroQuest and CRM
Investors have reached an understanding that allows CRM Investors to
participate in certain of PetroQuest's energy exploration programs through
PetroQuest Energy One, L.L.C., a subsidiary of PetroQuest, and CRM
Exploration. CRM Exploration's initial investment in the energy exploration
programs is expected to range from $3.0 to $3.5 million. As a result of the
understanding, on December 15, 1999, Energy One and CRM Exploration entered
into a participation agreement, effective as of October 1, 1999, under
which CRM Exploration purchased from Energy One an undivided seven percent
of eight eighths (7% of 8/8ths) interest in a federal oil and gas lease in
accordance with the terms of the agreement. In addition, on January 18,
2000, PetroQuest Energy One and CRM Exploration entered into an exploration
agreement, effective as of September 1, 1999, under which CRM Exploration
purchased from PetroQuest One an undivided five percent of eight eighths
(5% of 8/8ths) interest in various oil, gas and mineral leases in
accordance with the terms of the agreement. It is expected that Energy One
and CRM Exploration will enter into additional agreements, under which CRM
Exploration will purchase various interests in the energy exploration
programs. PetroQuest entered into the understanding with CRM Investors and
the participation agreement with CRM Exploration to obtain additional
capital to finance its energy exploration programs. PetroQuest believes
that the understanding and the terms of the participation agreement were
negotiated on an arm's length basis and were made on terms no less
favorable than could have been obtained from other third parties.
(13) Includes warrants to purchase 50,000 shares of common stock at an exercise
price of $1.25 per share and vested options to purchase 50,000 shares of
common stock at $1.81 per share. Mr. Langner is a member of our board of
directors.
(14) Includes warrants to purchase 30,000 shares of common stock at an exercise
price of $1.25 per share. Mr. Greg Manocherian, who holds an ownership
interest in CRM Exploration, LLC, also holds a 50% ownership interest in
Pamela Equities Corp.
(15) The Edward J. Rosenthal Profit Sharing Plan is Edward J. Rosenthal's
personal Keough plan. Mr. Rosenthal beneficially owns 5.42% of CRM, Inc.
and 7.57% of CRM Investors, Inc. and serves as the vice-chairman of CRM,
Inc., CRM Investors, Inc., CRM Exploration, LLC and Cramer Rosenthal
McGlynn, LLC, an affiliate of PetroQuest. Mr. Rosenthal is also the
managing partner of the Rovest Partnership and the general partner of WOW
Associates, Ltd., which holds an ownership interest in CRM Exploration,
LLC. Includes warrants to purchase 25,000 shares of common stock at an
exercise price of $1.25 per share.
(16) Mr. Filoon beneficially owns 5.15% of CRM, Inc. and 6.00% of CRM Investors,
Inc and serves as senior vice president of CRM, Inc., CRM Investors, Inc.,
CRM Exploration, LLC and Cramer Rosenthal McGlynn, LLC, an affiliate of
PetroQuest.
(17) Includes warrants to purchase 12,500 shares of common stock at an exercise
price of $1.25 per share.
(18) Mr. Trainor beneficially owns 0.03% of CRM, Inc. and 0.50% of CRM
Investors, Inc. and serves as executive vice president and chief operating
officer of CRM, Inc., CRM Investors, Inc., CRM Exploration, LLC and Cramer
Rosenthal McGlynn, LLC, an affiliate of PetroQuest. Mr. Trainor also holds
beneficial ownership interests in CRM Exploration, LLC.
14
<PAGE> 15
(19) Chinchuba Partners L.P. is controlled by an employee of Hibernia Southcoast
Capital, Inc., our placement agent with respect to a private placement to
accredited investors in July of 2000.
(20) Mr. Regan is an employee of Hibernia Southcoast Capital, Inc., our
placement agent with respect to a private placement to accredited investors
in July of 2000.
(21) St. Philip Partners is controlled by an employee of Hibernia Southcoast
Capital, Inc., our placement agent with respect to a private placement to
accredited investors in July of 2000.
(22) Mr. Fox is a principal of Cramer Rosenthal McGlynn, LLC, an affiliate of
PetroQuest.
(23) Mr. Smith is an employee of Hibernia Southcoast Capital, Inc., our
placement agent with respect to a private placement to accredited investors
in July of 2000.
(24) Mr. Carrere is the President of Hibernia Southcoast Capital, Inc., our
placement agent with respect to a private placement to accredited investors
in July of 2000.
(25) Mr. Aldridge is our Senior Vice President, Chief Financial Officer and
Secretary and is also a member of our board of directors.
(26) Ms. McConnell is an employee of Hibernia Southcoast Capital, Inc., our
placement agent with respect to a private placement to accredited investors
in July of 2000.
15
<PAGE> 16
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
16
<PAGE> 17
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement which includes this prospectus.
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 July 20, 2002, 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, 1999 and
1998, and for the years 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) for the year ended December 31, 1997 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.
17
<PAGE> 18
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION 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. WE 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>
Where You Can Find More Information 4
Risk Factors 5
Use of Proceeds 11
Selling Stockholders 12
Plan of Distribution 16
Legal Matters 17
Experts 17
</TABLE>
================================================================================
================================================================================
5,128,500 SHARES
PETROQUEST
ENERGY, INC.
COMMON STOCK
-------------------
PROSPECTUS
-------------------
================================================================================
<PAGE> 19
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 Nasdaq Additional Listing Fee) are
estimated.
<TABLE>
<S> <C>
SEC Registration Fee...................................... $ 3,131
Blue Sky Fees and Expenses................................ 5,000
Nasdaq Additional Listing Fee............................. 17,500
Toronto Stock Exchange Listing Fee........................ 8,700
Printing and Mailing Costs................................ 5,000
Legal Fees and Expenses................................... 10,000
Accounting Fees and Expenses.............................. 2,500
Miscellaneous............................................. 5,000
-------
Total........................................... 56,831
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (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> 20
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 (included on the signature page to this
registration statement)
</TABLE>
---------------
* Filed herewith.
(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
II-2
<PAGE> 21
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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
if 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.
II-3
<PAGE> 22
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 the City of Lafayette, State of Louisiana, on July 28, 2000.
PETROQUEST ENERGY, INC.
By: /s/ CHARLES T. GOODSON
----------------------------------
Charles T. Goodson,
Chairman, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated; and each of the
undersigned officers and directors of PetroQuest Energy, Inc. hereby severally
constitutes and appoints Charles T. Goodson and Michael O. Aldridge, and each of
them, to sign for him, and in his name in the capacity indicated below, such
registration statement on Form S-3 and for the purpose of registering such
securities under the Securities Act of 1933, and any and all amendments thereto,
including without limitation any registration statements or post-effective
amendment thereof filed under and meeting the requirements of Rule 462(b) under
the Securities Act, hereby ratifying and confirming our signatures as they may
be signed by our attorneys to such registration statement and any and all
amendments thereto.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------------------------------------- ---------------------------------- -------------
<C> <S> <C>
/s/ CHARLES T. GOODSON Chairman, Chief Executive Officer July 28, 2000
--------------------------------------- and Director (Principal
Charles T. Goodson Executive Officer)
/s/ ALFRED J. THOMAS, II President, Chief Operating Officer July 27, 2000
--------------------------------------- and Director
Alfred J. Thomas, II
/s/ RALPH J. DAIGLE Senior Vice President -- July 27, 2000
--------------------------------------- Exploration and Director
Ralph J. Daigle
/s/ MICHAEL O. ALDRIDGE Senior Vice President, Chief July 27, 2000
--------------------------------------- Financial Officer, Secretary and
Michael O. Aldridge Director (Principal Financial
and Accounting Officer)
/s/ DANIEL G. FOURNERAT Director July 27, 2000
---------------------------------------
Daniel G. Fournerat
/s/ FRANCISCO A. GARCIA Director July 27, 2000
---------------------------------------
Francisco A. Garcia
/s/ WILLIAM W. RUCKS, IV Director July 27, 2000
---------------------------------------
William W. Rucks, IV
</TABLE>
II-4
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------------------------------------- ---------------------------------- -------------
<C> <S> <C>
/s/ E. WAYNE NORDBERG Director July 27, 2000
---------------------------------------
E. Wayne Nordberg
/s/ JAY B. LANGNER Director July 27, 2000
---------------------------------------
Jay B. Langner
</TABLE>
II-5
<PAGE> 24
EXHIBIT INDEX
<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 (included on the signature page to this
registration statement)
</TABLE>
---------------
* Filed herewith.
