<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1997
REGISTRATION NO. 333-5362-NY
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VIRGINIA GAS COMPANY
(Name of Small Business Issuer as Specified in its Charter)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 4923 87-0443823
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
200 East Main Street, Abingdon, Virginia 24210, (540) 676-2380
(Address and Telephone Number of Principal Executive Offices)
200 East Main Street, Abingdon, Virginia 24210, (540) 676-2380
(Address of Principal Place of Business or
Intended Principal Place of Business)
Michael L. Edwards
200 East Main Street
Abingdon, Virginia 24210
(540) 676-2380
(Name, address and telephone number of agent for service)
Copies to:
Bright & Barnes, P.C.
Two Leadership Square, Suite 810
Oklahoma City, Oklahoma 73102
(405) 236-8016
Attn: Robert C. Bright, Esq.
-------------------
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/
-------------------
Pursuant to Rule 429 under the Securities Act of 1933, this combined
prospectus relates to Registration No. 333-32009.
<PAGE>
PROSPECTUS
VIRGINIA GAS COMPANY
SHARES OF COMMON STOCK
AND
COMMON STOCK PURCHASE WARRANTS
--------------------
On October 11, 1996 Virginia Gas Company (the "Company") closed the sale
of 1,533,000 shares of its Common Stock pursuant to an underwritten public
offering (the "Initial Public Offering"). On September 2, 1997 the Company
closed the sale of 2,000,000 shares of its Common Stock pursuant to another
underwritten public offering (the "Secondary Offering"). Another 300,000
shares may be sold by the underwriter until September 25, 1997. The
registration statement describing the Initial Public Offering also included
the registration of 800,058 shares of Common Stock owned by one selling
securityholder, 997,312 Common Stock Purchase Warrants ("Warrants") owned by
25 selling securityholders and 997,312 shares of Common Stock underlying the
Warrants (the "Warrant Stock"). As of August 29, 1997 three selling
securityholders had sold 36,396 Warrants from these registered securities and
one had exercised its Warrant for 54,163 shares and obtained 54,162 shares.
As a result of these transactions, the selling securityholders hereby offer
854,220 shares of Common Stock, 906,753 Warrants and 906,753 shares of
Warrant Stock. The owners of these securities are hereinafter collectively
referred to as the "Selling Securityholders".
The information in the prospectus attached hereto describing the
Secondary Offering (the "Secondary Offering Prospectus"), except as hereby
amended and supplemented (the "Supplementary Information"), is to be used in
the offer and sale of securities by the Selling Securityholders. The
Secondary Offering Prospectus and the Supplementary Information are referred
to herein as the "Prospectus". The Company did not and will not receive any
of the proceeds on the sale of the securities by the Selling Securityholders.
In the event the Warrants are exercised, the shares registered on behalf
of the Selling Securityholders including those underlying Warrants which have
been sold by Selling Securityholders will constitute 29.23% of the total
number of shares outstanding assuming unregistered options for 247,920 shares
held by employees of the Company are not exercised. The resale of the
securities of the Selling Securityholders are subject to Prospectus delivery
and other requirements of the Securities Act of 1933, as amended (the "Act").
Sales of such securities or the potential of such sales at any time may have
an adverse effect on the market prices of the securities offered hereby. See
"Selling Securityholders" and "Risk Factors--Limited Market for Common Stock;
Shares Eligible for Future Sale."
The Common Stock and 753,453 Warrants offered hereby ("Tradeable
Warrants") are listed on the Nasdaq National Market under the symbols VGCO
and VGCOW respectively. The remaining 153,300 Warrants offered hereby will be
tradeable on October 4, 1997. As of August 29, 1997 the Common Stock was
trading at $8 5/8 bid, $8 7/8 asked and the Warrants were trading at
$3 bid, $4 asked. See "Risk Factors--Possible Volatility of
Stock Price."
The Common Stock and Warrants offered by this Prospectus may be sold from
time to time by the Selling Securityholders, or by their transferees. No
underwriting arrangements have been entered into by the Selling
Securityholders. The distribution of the securities by the Selling
Securityholders may be effected in one or more transactions that may take
place in the market, including ordinary broker's transactions,
privately-negotiated transactions or sales to one or more dealers for resale
of such shares as principals at
<PAGE>
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the
Selling Securityholders in connection with sales of such securities.
The Selling Securityholders and intermediaries through whom such
securities may be sold may be deemed "underwriters" within the meaning of the
Act, with respect to the securities offered and any profits realized or
commissions received may be deemed underwriting compensation. The Company has
agreed to indemnify certain of the Selling Securityholders against
liabilities, including liabilities under the Act.
All costs incurred in the registration of the securities of the Selling
Securityholders are being borne by the Company. It is estimated that the
expenses to the Company will be $5,000. See "Selling Securityholders."
The Company is engaged in natural gas storage; gathering and distribution
services; exploration, production and well operation; pipeline operation;
natural gas marketing; and propane distribution primarily in southwestern
Virginia. See "Business."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS " COMMENCING ON PAGE 6 OF THE SECONDARY OFFERING
PROSPECTUS AND ON PAGE 3 OF THE SUPPLEMENTARY INFORMATION.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Date of this Prospectus is September , 1997.
----------------------
2
<PAGE>
RISK FACTORS
In addition to the other information contained in the Secondary Offering
Prospectus and this Supplementary Information, prospective investors should
consider carefully the following risk factor in evaluating an investment in
the securities offered hereby.
Risks Associated with the Securities Being Sold by the Selling
Securityholders. The Selling Securityholders will have the right to sell
their securities and exercise the Warrants only if a current prospectus
relating to these securities is then in effect and only if such securities
are qualified for sale under applicable state securities laws of the states
in which holders and purchasers reside. There can be no assurance the Company
will be successful in maintaining a current prospectus covering these
securities. The Warrants may be deprived of any value in the event a
prospectus covering the shares issuable upon exercise of the Warrants is not
kept effective or if such shares are not qualified for sale in the states in
which holders or prospective purchasers of the Warrants reside. Also only a
portion of the Warrants, the Tradeable Warrants, are presently eligible for
trading on the Nasdaq National Market, however all Warrants will be tradeable
as of October 4, 1997.
DESCRIPTION OF WARRANTS
At August 31, 1997, the Company had an aggregate of 943,149 shares of
Common Stock reserved for issuance pursuant to outstanding warrants
(exclusive of options held by employees of the Company). These warrants
include (i) warrants held by Anderson & Strudwick Incorporated, and its
officers, L. McCarthy Downs and Norman K. Marshall, to purchase a total of
153,300 shares of the Company's outstanding Common Stock at a purchase price
of $9.90 per share (such warrants may only be transferred to bona fide
officers of Anderson & Strudwick Incorporated until October 4, 1997) (the
"A&S Warrants"); and (ii) warrants held by present or former shareholders of
record of the Company to purchase a total of 789,849 shares of the Company's
Common Stock at a purchase price of $9.90 per share (the "Tradeable
Warrants"). Three present or former Selling Securityholders have sold a total
of 36,396 Tradeable Warrants and as a result a total of 753,453 Tradeable
Warrants are now held by Selling Securityholders.
Tradeable Warrants. The Tradeable Warrants are listed for trading on the
Nasdaq National Market under the symbol VGCOW. The Tradeable Warrants were
issued subject to the terms and conditions of the Warrant Agreement between
the Company and the holders of the Tradeable Warrants. The following
description of the Tradeable Warrants is not complete and is qualified in all
respects by the Warrant Agreement which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. See "Available
Information."
Each Tradeable Warrant entitles the holder to purchase one share of
Common Stock at an exercise price of $9.90 per share (the "Exercise Price").
The number, character and Exercise Price of the shares of Common Stock are
subject to adjustment in certain events, such as mergers, reorganizations,
stock dividends, subdivisions or reclassifications, to prevent dilution. The
Tradeable Warrants are exercisable at any time after August 3, 1997 until
October 4, 2001. Holders of the Tradeable Warrants will not, as such, have
any of the rights of stockholders of the Company.
3
<PAGE>
In certain cases, the sale of securities by the Company upon exercise of
the Tradeable Warrants could violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company will use
its best efforts to cause a registration statement with respect to such
securities under the Act to continue to be effective during the term of the
Tradeable Warrants and to take such other actions under the laws of various
states as may be required to cause the sale of securities upon exercise of
the Tradeable Warrants to be lawful. However, the Company will not be
required to cause the sale of securities upon exercise of the Tradeable
Warrants if, in the opinion of counsel, the sale of securities upon such
exercise would be unlawful.
The Tradeable Warrants may be exercised by filling out and signing the
appropriate form on the Tradeable Warrants and mailing or delivering the
Tradeable Warrants to First Union National Bank of North Carolina (the
"Warrant Agent") in time to reach the Warrant Agent by the expiration date,
accompanied by payment in full of the exercise price for the Tradeable
Warrants being exercised in United States funds (in cash or by check or bank
draft payable to the order of the Company). Common Stock certificates will be
issued as soon as practicable after exercise and payment of the exercise
price as described above.
A&S Warrants. In connection with its services to the Company as
underwriter of its initial public offering of Common Stock, the Company sold
Anderson & Strudwick Incorporated the A&S Warrants at the purchase price of
$.001 per warrant to purchase 153,300 shares of the Company's Common Stock.
The A&S Warrants will be exercisable from October 4, 1997 to October 4, 2001.
Until October 4, 1997, the A&S Warrants may only be transferred to bona fide
officers of Anderson & Strudwick Incorporated, and transfers have been made
to L. McCarthy Downs and Norman K. Marshall. The A&S Warrants may be traded
on the Nasdaq National Market after October 4, 1997 and will be subject to
the limitations of the Tradeable Warrants described above. See "Risk Factors
- --Risks Associated with the Securities Being Sold by the Selling
Securityholders."
SELLING SECURITYHOLDERS
The registration statement of which this Prospectus forms a part covers
the sale of 800,058 shares of Common Stock, 997,312 Common Stock Purchase
Warrants (the "Warrants") and 997,312 shares of Common Stock underlying these
Warrants ("Warrant Stock") held by securityholders of the Company, 398,430 of
which Warrants and Warrant Stock were held by officers of the Company at the
time of the Company's initial public offering. Of the Warrants, 54,162
Warrants have been exercised, one Warrant was canceled and 36,396 Warrants
have been sold by Selling Securityholders. Officers of the Company held
372,034 Warrants as of August 29, 1997. As a result, 854,220 shares of Common
Stock, 906,753 Warrants and 906,753 shares of Warrant Stock remain to be sold
by the Selling Securityholders. In the event the Warrants are exercised, the
shares registered on behalf of the Selling Securityholders including those
underlying Warrants which have been sold by the Selling Securityholders will
constitute 29.23% of the Company's outstanding Common Stock assuming
unregistered options held by employees of the Company are not exercised. The
Company will not receive any of the proceeds on the sale of the securities by
the Selling Securityholders. The resale of the securities of the Selling
Securityholders are subject to Prospectus delivery and other requirements of
the Act. Sales of such securities or the potential of such sales at any time
may have an adverse effect on the market prices of the securities
offered hereby. See "Risk Factors --Shares Eligible for Future Sale."
Accordingly, an additional 1,797,369 shares of Common Stock will be
transferable assuming exercise of the Warrants.
4
<PAGE>
The following table sets forth the number of shares of Common Stock and
Warrants owned by the Selling Securityholders before the offering, the number
of Warrants and shares of Common Stock being offered and the number of shares
and the percentage of the class to be owned after the offering is complete
assuming no outstanding warrants are exercised:
<TABLE>
<CAPTION>
SHARES OF WARRANTS COMMON
COMMON STOCK OWNED WARRANTS STOCK SHARES OF PERCENT OF
OWNED BEFORE BEFORE OFFERED OFFERED STOCK OWNED COMMON STOCK
OFFERING OFFERING HEREBY(1) HEREBY AFTER OFFERING AFTER OFFERING
------------ -------- --------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael & Karen
Edwards(2)....... 386,163 363,663 363,663 0 386,163 7.42%
B. Scott White.... 41,267 41,267 41,267 0 41,267 (3)
Joan M. Edwards... 32,291 32,291 22,291(4) 0 32,291 (3)
Tazewell Coal
& Iron........... 27,133 27,133 27,133 0 27,133 (3)
The Hagon Estates. 27,133 27,133 27,133 0 27,133 (3)
Marlene K. Kissler
and Eric Verzuh.. 103,167 103,167 103,167 0 103,167 1.98%
Harriet S. Edwards
Revocable Trust.. 18,054 18,054 18,054 0 18,054 (3)
John W.
Gillespie........ 10,317 10,317 10,317 0 10,317 (3)
Virginia B.
Gillespie........ 10,317 10,317 10,317 0 10,317 (3)
Marian L. Banning. 7,738 7,738 7,738 0 7,738 (3)
The Gillespie
Irrevocable
Trust............ 7,738 7,738 7,738 0 7,738 (3)
John W. Gillespie
Trust........... 7,738 7,738 7,738 0 7,738 (3)
William Rogers
McCall.......... 7,738 7,738 7,738 0 7,738 (3)
Tom & Linda
Callahan......... 6,448 6,448 6,448 0 6,448 (3)
Jack A. Upchurch.. 6,448 6,448 6,448 0 6,448 (3)
Mark N. Witt(2)... 8,396 6,396 0(5) 0 8,396 (3)
David A. Street... 10,317 10,317 10,317 0 10,317 (3)
Frank A. Merendino,
Jr.(2)........... 30,371 28,371 8,371(6) 0 30,371 (3)
Colson Children
Trust........... 3,095 3,095 3,095 0 3,095 (3)
Scott R. Colson... 4,127 4,127 4,127 0 4,127 (3)
Sara L. Colson.... 4,127 4,127 4,127 0 4,127 (3)
Susan Swanson-
Cooper........... 2,063 2,063 2,063 0 2,063 (3)
Dr. James Martin.. 800,058 0 0 800,058 0 0.00%
Anderson &
Strudwick........ 0 68,985 68,985 0 0 0.00%
L. McCarthy Downs. 0 68,985 68,985 0 0 0.00%
Norman K.
Marshall......... 0 15,330 15,330 0 0 0.00%
Sirrom Capital
Corporation $.0001
Warrants......... 0 54,163 0(7) 54,162 0 0.00%
Sirrom Capital
Corporation
Tradeable
Warrants......... 0 54,163 54,163 0 0 0.00%
</TABLE>
- ------------------------
(1) The Warrants offered hereby may be exercised and an identical number of
shares of Common Stock is issuable by the Company.
(2) Officers and Directors of the Company.
5
<PAGE>
(3) Represents less that 1% of the Common Stock outstanding after the offering.
(4) Mrs. Edwards sold 10,000 Warrants on April 11, 1997.
(5) Mr. Witt sold 6,396 Warrants on February 28, 1997.
(6) Mr. Merendino sold 20,000 Warrants on February 7, 1997.
(7) Sirrom Capital Corporation exercised its $.0001 Warrants on February 5,
1997 and instead of paying the $5.42 exercise price it received 54,162
shares of Common Stock instead of 54,163.
PLAN OF DISTRIBUTION FOR SELLING SECURITYHOLDERS
The securities held by Selling Securityholders may be sold by such
persons from time to time either directly or through underwriters, dealers or
agents. The distribution of securities by the Selling Securityholders may be
effected in one or more transactions that may take place in the market,
including ordinary broker's transactions, privately-negotiated transactions
or sales to one or more broker-dealers for resale of such shares as
principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or commissions may be
paid by the Selling Securityholders in connection with such sales of
securities. The securities offered by the Selling Securityholders may be sold
by one or more of the following methods, without limitations: (a) a block
trade in which a broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (d) face-to-face transactions between sellers
and purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the Selling Securityholders may arrange for other brokers
or dealers to participate. The Selling Securityholders and intermediaries
through whom such securities are sold may be deemed "underwriters" within the
meaning of the Act with respect to the securities offered, and any profits
realized or commissions received may be deemed underwriting compensation.
At the time a particular offer of securities is made by or on behalf of a
Selling Securityholder, to the extent required, a Prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters,
dealers or agents, if any, the purchase price paid by any underwriter for
sales purchased from the Selling Securityholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers and the
proposed selling price to the public.
Sales of securities by the Selling Securityholders or even the potential
of such sales would likely have an adverse effect on the market prices of the
securities offered hereby. See "Risk Factors--Limited Market for Common
Stock; Shares Eligible for Future Sale."
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Registrant's Bylaws provide that the Registrant shall
indemnify its officers, directors and employees to the full extent permitted
by Section 145 of the Delaware General Corporation Law.
Section 8 of the Underwriting Agreement filed as Exhibit 1.1 hereto
provides for reciprocal indemnification between the Registrant and Anderson &
Strudwick Incorporated against certain liabilities in connection with the
offering contemplated by this Registration Statement, including liabilities
under the Securities Act of 1933, as amended (the "Act").
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in
connection with the Securities offered by the Selling Securityholders. All of
the amounts shown are estimates.
<TABLE>
<CAPTION>
<S> <C>
Accounting Fees and Expenses............................. $ 1,000
Legal Fees and Expenses.................................. 3,500
Printing Expenses........................................ 500
-------
Total................................................ $ 5,000
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is certain information concerning all sales of securities
by the Registrant during the past three years that were not registered under
the Act. The information set forth below gives effect to a 103.1667-for-1
split of the Company's Common Stock effected on June 10, 1996.
1. The following shares of Common Stock have been privately placed during
the past three years:
<TABLE>
<CAPTION>
TOTAL OFFERING
DATE NUMBER OF SHARES PURCHASER PRICE
- ---- ----------------- ----------------- --------------
<S> <C> <C> <C>
August 3, 1996.............. 15,000 Michael L. and $ 90,000
Karen K. Edwards
August 3, 1996.............. 15,000 Allan R. Poole, II $ 90,000
August 3, 1996.............. 4,200 John D. Jessee $ 25,200
August 3, 1996.............. 2,000 Mark N. Witt $ 12,000
August 3, 1996.............. 2,000 Frank A. Merendino, Jr. $ 12,000
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
TOTAL OFFERING
DATE NUMBER OF SHARES PURCHASER PRICE
- ---- ----------------- ----------------- --------------
<S> <C> <C> <C>
August 3, 1996.............. 1,000 Lydia J. Sinemus $ 6,000
August 3, 1996.............. 800 Bradley L. Swanson $ 4,800
July 30, 1996............... 42,000 Allan R. Poole, II $ 252,000
May 31, 1996................ 800,058 Dr. James T. Martin $ 4,800,345
November 1, 1994............ 20,634 Marlene Kissler and $ 200,000
Eric Verzuh, JT
</TABLE>
These shares were sold to employees of the Company, relatives and
accredited investors in reliance on Section 4(2) of the Act based on the
limited number of purchasers, their sophistication and close relationship to
principals of the Company and access to information regarding the Company as
a result of these relationships.
2. The following shares of Common Stock have been issued as the result of
the exercise of stock options:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASER TOTAL OFFERING PRICE
- ---- ----------------- ------------------ --------------------
<S> <C> <C> <C>
December 29, 1995.................... 5,159 David Street $ 25,000
December 21, 1995.................... 23,213 Frank A. Merendino, Jr. $ 5,000
December 20, 1995.................... 4,127 Scott R. Colson $ 8,000
December 20, 1995.................... 4,127 Sara L. Colson $ 8,000
December 13, 1995.................... 82,534 Marlene Kissler and $ 400,000
Eric Verzuh, JT
July 5, 1995......................... 5,159 Frank A. Merendino, Jr. $ 10,000
December 29, 1994.................... 32,292 Joan M. Edwards $ 62,600
December 29, 1994.................... 6,397 Mark N. Witt $ 12,400
</TABLE>
These stock options were issued to employees of the Company, relatives
and accredited investors and were issued in reliance on Section 4(2) of the
Act based on the limited number of purchasers, their sophistication and close
relationship to principals of the Company and access to information regarding
the Company as a result of these relationships. No underwriters were involved
in these transactions.
3. On September 28, 1995, 2,000 shares of the Registrant's Series A were
issued to Sirrom Capital Corporation for an aggregate purchase price of
$2,000,000. This sale was made in reliance on Section 4(2) of the Act. Sirrom
Capital Corporation is a venture capital firm which qualifies as an
accredited investor and is extremely sophisticated. Sirrom Capital
Corporation had access to all the records of the Company before its purchase
of this stock. No underwriter was involved in this transaction.
4. On September 28, 1995, Registrant issued warrants to Sirrom Capital
Corporation to purchase 54,163 shares of Registrant's Common Stock
(increasing to up to 94,398 shares in the event Registrant has not
II-2
<PAGE>
redeemed the Series A Preferred Shares by September 28, 2000), at a purchase
price of $.0001 per share. The warrant was issued in consideration of the
purchase of the Series A by Sirrom Capital Corporation. Sirrom Capital
Corporation is a venture capital firm which qualifies as an accredited
investor and is extremely sophisticated. Sirrom Capital Corporation had
access to all the records of the Company before its purchase of this
security. No underwriter was involved in the transaction and the sale was
made in reliance on Section 4(2) of the Act.
5. As of August 29, 1997, Registrant had options issued and outstanding
to an officer of the Company to purchase 2%, or 127,920 shares, of
Registrant's Common Stock at an exercise price of $8.72 per share. No
underwriter was involved in the transaction and the option was issued in
consideration of the employee's services. The option was issued in reliance
on Section 4(2) of the Act. As an officer of the Company this option holder
had full access to information about the Company and is sophisticated.
6. As of August 29, 1997, Registrant had options issued and outstanding
to seven officers and employees of the Company to purchase 120,000 shares of
the Registrant's Common Stock at an exercise price of $10.00 per share. No
underwriter was involved in the transactions and the options were issued in
consideration of the employees' services. The options were issued in reliance
on Section 4(2) of the Act. As officers and employees of the Company, the
option holders had full access to information about the Company and are
sophisticated.
ITEM 27. EXHIBITS
The following is a complete list of Exhibits filed or incorporated by
reference as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
* l.1 Form of Underwriting Agreement with Anderson & Strudwick Incorporated
* 1.2 Escrow Agreement
* 1.3 Selected Dealer Agreement
* 3.1 Amended and Restated Certificate of Incorporation
* 3.2 Bylaws
* 4.1 Specimen Common Stock Certificate
* 4.2 Warrant to Anderson & Strudwick Incorporated
* 4.3 Shareholder "Lock-Up" Agreement
4.4 Loan Agreement between Industrial Development Authority of Russell
County and Virginia Gas Company dated as of February 1, 1997 (incorporated
by reference to Exhibit 4.2 to Virginia Gas Company's Form SB-2 Registration
No. 333-32009)
4.5 Promissory Note between Industrial Development Authority of Russell County
and Virginia Gas Company dated as of February 1, 1997 (incorporated by
reference to Exhibit 4.3 to Virginia Gas Company's Form SB-2 Registration
No. 333-32009)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
4.6 Loan Agreement between Industrial Development Authority of Buchanan County,
Virginia and Virginia Gas Company dated as of November 1, 1994 (incorporated
by reference to Exhibit 4.4 to Virginia Gas Company's Form SB-2 Registration
No. 333-32009)
4.7 Promissory Note between Industrial Development Authority of Buchanan County,
Virginia and Virginia Gas Company dated as of November 1, 1994 (incorporated
by reference to Exhibit 4.5 to Virginia Gas Company's Form SB-2 Registration
No. 333-32009)
* 5.1 Opinion of Bright & Barnes a Professional Corporation as to the
legality of the securities being registered
* 9.1 Shareholders' Agreement and Voting Trust
*10.1 Series A Preferred Stock Securities Purchase Agreement by and
between Virginia Gas Company and Sirrom Capital Corporation
*10.2 Stock Purchase Warrant issued by Virginia Gas Company to Sirrom
Capital Corporation
*10.3 Placement Agreement between Virginia Gas Company and Anderson &
Strudwick Incorporated
*10.4 Employment Agreement between Virginia Gas Company and Frank A.
Merendino, Jr.
*10.5 Employment Agreement between Virginia Gas Company and Mark N. Witt
*10.6 Employment Agreement between Virginia Gas Company and Michael L. Edwards
*10.7 Lease Agreement between J.D. Morefield, et. al. and Virginia Gas Company
*10.8 Firm Storage Agreement between Virginia Gas Storage Company and
Roanoke Gas Company dated as of March 19, 1997
*10.9 Firm Storage Service Agreement between Virginia Gas Storage
Company and Powell-Clinch Utility District
*10.10 Firm Storage Service Agreement between Virginia Gas Storage
Company and the Public Utility District of Jefferson and Cocke
Counties, Tennessee
*10.11 Gas Storage Agreement between Virginia Gas Storage Company and
United Cities Gas Company
*10.12 Firm Gas Storage Agreement between Virginia Gas Storage Company
and Knoxville Utilities Board
*10.13 Winter Service Firm Natural Gas Sales Agreement between Virginia
Gas Storage Company and Knoxville Utilities Board
*10.14 Agreement for Construction, Ownership and Operation of the Haysi
Gathering System between Virginia Gas Storage Company and Penn Virginia
Resources Corporation
*10.15 Interruptible Gathering Service Agreement between Columbia Gas
Transmission Corporation and Virginia Gas Storage Company
*10.16 Transfer Agreement between Virginia Gas Company and Tenneco Energy
Resources Corporation
*10.17 Promissory Note in principal amount of
$1,725,000 in favor of Tenneco Energy Resources Corporation
*10.18 Firm Storage contract between Virginia Pipeline Company and United
Cities Gas Company
*10.19 Pipeline Balancing Agreement between East Tennessee Natural Gas
Company and Virginia Gas Pipeline Company
*10.20 Warrant to Shareholders
10.21 Amendment to Transfer Agreement between Virginia Gas Company
and Tenneco Energy Marketing Company, successor-in- interest
to Tenneco Energy Resources Corporation (incorporated by
reference to Exhibit 10.17 to Virginia Gas Company's Form 10-KSB
for the fiscal year ended December 31, 1996)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
10.22 Firm Storage Service Agreement between Virginia Gas Storage
Company and Sevier County Utility District (incorporated by
reference to Exhibit 10.22 to Virginia Gas Company's Form 10-KSB
for the fiscal year ended December 31, 1996)
10.23 Firm Storage Service Agreement between Virginia Gas Storage
Company and Natural Gas Utility District of Hawkins County
(incorporated by reference to Exhibit 10.23 to Virginia Gas Company's
Form 10-KSB for the fiscal year ended December 31, 1996)
10.24 Firm Storage Service Agreement between Virginia Gas Pipeline
Company and Citizens Gas Utility District (incorporated by reference
to Exhibit 10.24 to Virginia Gas Company's Form 10-KSB for the fiscal
year ended December 31, 1996)
10.25 Firm Gas Storage Agreement between Virginia Gas Pipeline Company
and Knoxville Utilities Board (incorporated by reference to Exhibit
10.25 to Virginia Gas Company's Form 10-KSB for the fiscal year ended
December 31, 1996)
10.26 Underwriting Agreement between Virginia Gas Company and Ferris, Baker
Watts, Incorporated (incorporated by reference to Exhibit 1.1 to Virginia
Gas Company's Form SB-2 Registration No. 333-32009)
10.27 Description of Stock Options issued to named executive officers
(incorporated by reference to Exhibit 10.27 to Virginia Gas
Company's Form SB-2 Registration No. 333-32009)
10.28 Amendment to the Firm Storage Service Agreement between Virginia
Gas Storage Company and Powell- Clinch Utility District dated as of
January 16, 1996 (incorporated by reference to Exhibit 10.28 to Virginia
Gas Company's Form SB-2 Registration No. 333-32009)
10.29 Firm Storage Service Contract between Virginia Gas Storage Company
and Hawkins County Utility District dated as of February 25, 1997
(incorporated by reference to Exhibit 10.29 to Virginia Gas Company's
Form SB-2 Registration No. 333-32009)
10.30 Firm Storage Service Contract between Virginia Gas Pipeline Company
and ALCOA dated as of June 30, 1997 (incorporated by reference to Exhibit
10.30 to Virginia Gas Company's Form SB-2 Registration No. 333-32009)
10.31 Gas Transportation Agreement between Virginia Gas Distribution Company
and East Tennessee Gas Company dated as of November 1, 1997 (incorporated
by reference to Exhibit 10.31 to Virginia Gas Company's Form SB-2 Registration
No. 333-32009)
21.1 Subsidiaries and Affiliates of the Registrant (incorporated by reference
to Exhibit 21.1 to Virginia Gas Company's Form 10-KSB for the fiscal year
ended December 31, 1996)
*23.1 Consent of Bright & Barnes a Professional Corporation (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
*24.1 Powers of Attorney (included in signature page)
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
Virginia Gas Company's Form 10-KSB for the fiscal year ended December 31, 1996)
</TABLE>
- ------------------------
* Previously filed
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
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<PAGE>
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) 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
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) Include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to provisions of its Certificate of Incorporation, its Bylaws, or
the Delaware General Corporation Law, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in
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<PAGE>
a form of prospectus filed by the Registrant pursuant to Rule 424(b) or (4)
or 497(h) under the Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
The undersigned Registrant hereby undertakes to provide the underwriters,
at the closing specified in the underwriting Agreement, certificates in such
denominations and registered in the such names as required by the
underwriters to permit prompt delivery to each purchaser.
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<PAGE>
SIGNATURES
In accordance with 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 SB-2 and authorized this
Post-Effective Amendment No. 3 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Abingdon, Commonwealth of Virginia, on September 2, 1997.
VIRGINIA GAS COMPANY
BY: /S/ MICHAEL L. EDWARDS
-----------------------------------------
MICHAEL L. EDWARDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -----------------
/S/MICHAEL L. EDWARDS President, Chief Executive September 2, 1997
- ------------------------------ Officer and Chairman of
Michael L. Edwards the Board of Directors
(Principal Executive
Officer)
KAREN K. EDWARDS* Vice President, Secretary September 2, 1997
- ------------------------------ and Director
Karen K. Edwards
PETER C. EINSELEN* Director September 2, 1997
- ------------------------------
Peter C. Einselen
JOHN D. JESSEE* Vice President, Treasurer September 2, 1997
- ------------------------------ and Principal
John D. Jessee Financial Officer
*/S/Michael L. Edwards
- ------------------------------
Michael L. Edwards
As Attorney-in-fact for each
of the above
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<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included or incorporated by
reference in this Post-Effective Amendment No. 3 to Form SB-2 Registration
Statement No. 333-5362-NY).
ARTHUR ANDERSEN LLP
Richmond, Virginia,
August 29, 1997
