<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
SOUTHERN MINERAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
NEVADA 36-2068676
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
---------------------
<TABLE>
<C> <C>
STEVEN H. MIKEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
500 DALLAS, SUITE 2800 500 DALLAS, SUITE 2800
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 658-9444 (713) 658-9444
(Address Including Zip Code, and Telephone (Name, Address, Including Zip Code, and
Number, Including Area Code, or Telephone Number, Including Area Code,
Registrant's Principal Executive Offices) of Agent for Service)
</TABLE>
---------------------
With copies to:
<TABLE>
<C> <C>
RICK L. BURDICK, P.C. GEORGE G. YOUNG III
RICHARD J. WILKIE BUTLER & BINION, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1000 LOUISIANA STREET
711 LOUISIANA STREET, SUITE 1900 -- SOUTH TOWER SUITE 1600
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 220-5800 (713) 237-3605
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effectiveness of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
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>
============================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Convertible Subordinated
Debentures due 2007.......... 6,900,000 100% 6,900,000 2,090.91
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01... (3) (3) (3) (3)
============================================================================================================================
</TABLE>
(1) Includes up to 9,000,000 in aggregate principal amount of Convertible
Subordinated Debentures due 2007 which the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457(a) of the Securities Act of 1933, as amended.
(2) There are also being registered an indeterminate number of shares of Common
Stock issuable upon conversion of Convertible Subordinated Debentures due
2007, if any. No separate consideration will be received for the Common
Stock.
---------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-2 filed by
Southern Mineral Corporation (the "Company") with the Securities and Exchange
Commission (File No. 333-35843) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
II-1
<PAGE> 3
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-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 1st day of October
1997.
SOUTHERN MINERAL CORPORATION
(Registrant)
By: /s/ STEVEN H. MIKEL
----------------------------------
Steven H. Mikel
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEVEN H. MIKEL Director and President and Chief October 1, 1997
- ----------------------------------------------------- Executive Officer
Steven H. Mikel (principal executive officer)
* Vice President -- Finance October 1, 1997
- ----------------------------------------------------- (principal financial and
James H. Price accounting officer)
* Chairman of the Board and Director October 1, 1997
- -----------------------------------------------------
Howell H. Howard
* Director October 1, 1997
- -----------------------------------------------------
B. Travis Basham
* Director October 1, 1997
- -----------------------------------------------------
Thomas R. Fuller
* Director October 1, 1997
- -----------------------------------------------------
Robert R. Hillery
* Director October 1, 1997
- -----------------------------------------------------
E. Ralph Hines, Jr.
* Director October 1, 1997
- -----------------------------------------------------
James E. Nielson
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director October 1, 1997
- -----------------------------------------------------
Donald H. Wiese, Jr.
* Director October 1, 1997
- -----------------------------------------------------
Spencer L. Youngblood
*By /s/ STEVEN H. MIKEL October 1, 1997
-------------------------------------------------
Steven H. Mikel
Attorney-in-Fact
</TABLE>
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
1.1 -- Form of Underwriting Agreement (incorporated by reference
to Exhibit 1.1 to Form S-2, dated October 1, 1997,
registration No. 333-35843).
2.1 -- Exchange Agreement by and among Diverse Production Co.,
The Shareholders of Diverse Production Co., and the
Company dated March 2, 1995 (incorporated by reference to
Exhibit (I) to Form 10-K for fiscal year ended December
31, 1994).
2.2 -- Purchase and Sale Agreement, dated as of October 31,
1995, by and among Stone & Webster, Incorporated, Stone &
Webster Oil Company, Inc. and the Company (incorporated
by reference to Exhibit 2.1 to Form 8-K dated October 31,
1995).
2.3 -- Purchase and Sale Agreement and Assignment of Partnership
Interest, dated August 30, 1996 by and between Torch
Energy Finance Fund Limited Partnership I and the Company
(incorporated by reference to Exhibit 2.1 to Form 8-K
dated August 30, 1996).
2.4 -- Agreement Regarding Dissolution of Partnerships, dated
August 30, 1996, between the Company and Diasu Oil & Gas
Co. (incorporated by reference to Exhibit 2.2 to Form 8-K
dated August 30, 1996).
2.5 -- Purchase and Sale Agreement, dated as of May 20, 1997, by
and among Mario Garcia and Delores E. Garcia and the
Company (incorporated by reference to Exhibit 2.1 to Form
8-K dated May 20, 1997).
3.1 -- Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated by reference to Exhibit
3.1 to Form 8-K dated May 17, 1996).
3.2 -- Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to Form S-2, dated October 1,
1997, registration No. 333-35843).
4.5 -- Form of Indenture pursuant to which the Company's
Convertible Debentures due 2007 are to be issued
(incorporated by reference to Exhibit 4.5 to Form S-2,
dated October 1, 1997, registration No. 333-35843).
4.6 -- Form of Subordinated Debenture (included in Exhibit 4.5
to Form S-2, dated October 1, 1997, registration No.
333-35843).
*5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
10.1 -- Stock Option Agreement made as of December 31, 1994
between the Company and Steven H. Mikel (incorporated by
reference to Exhibit (h) to Form 10-K for fiscal year
ended December 31, 1994).
10.2 -- 1995 Non-Employee Director Compensation Plan
(incorporated by reference to Exhibit (k) to Form 10-K
for fiscal year ended December 31, 1994).
10.3 -- Credit Agreement, dated December 20, 1995, between the
Company, SMC Production Co., San Salvador Development
Company, Inc., Venture Resources, Inc., Venture Pipeline
Company, VenGas Pipeline Company, Spruce Hills Production
Company, Inc., and Compass Bank-Houston for Reducing
Revolver Line of Credit up to $25,000,000 (incorporated
by reference to Exhibit 10.1 to Form 8-K dated December
20, 1995).
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.4 -- Promissory Note, dated December 20, 1995, in the original
principal amount of $25,000,000 made by the Company, SMC
Production Co., San Salvador Development Company, Inc.,
Venture Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company, Inc.
in favor of Compass Bank-Houston (incorporated by
reference to Exhibit 10.2 to Form 8-K dated December 20,
1995).
10.5 -- Credit Agreement, dated December 20, 1995, between the
Company, SMC Production Co., San Salvador Development
Company, Inc., Venture Resources, Inc., Venture Pipeline
Company, VenGas Pipeline Company, Spruce Hills Production
Company, Inc. and Compass Bank-Houston for Term Loan of
$3,500,000 (incorporated by reference to Exhibit 10.3 to
Form 8-K dated December 20, 1995).
10.6 -- Promissory Note, dated December 20, 1995, in the original
principal amount of $3,500,000 made by the Company, SMC
Production Co., San Salvador Development Company, Inc.,
Venture Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company, Inc.
in favor of Compass Bank-Houston (incorporated by
reference to Exhibit 10.4 to Form 8-K dated December 20,
1995).
10.7 -- 1996 Stock Option Plan (incorporated by reference to
Exhibit 10.10 to Form 10-KSB for fiscal year ended
December 31, 1995).
10.8 -- 1996 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.11 to Form 10-KSB for fiscal year
ended December 31, 1995).
10.9 -- Joint Venture Agreement, dated October 1, 1995, between
the Company and The Links Group, Inc. (incorporated by
reference to Exhibit 10.12 to Form 10-KSB for fiscal year
ended December 31, 1995).
10.10 -- Option Agreement, dated January 5, 1996, between the
Company and Diasu Oil & Gas Company, Inc. covering the
exploration joint venture (incorporated by reference to
Exhibit 10.13 to Form 10-KSB for fiscal year ended
December 31, 1995).
10.11 -- Stock Option Agreement dated April 6, 1995, between the
Company and Robert R. Hillery (incorporated by reference
to Exhibit 10.14 to Form 10-KSB for fiscal year ended
December 31, 1995).
10.12 -- Subscription Agreement and Assumption of Obligations,
dated January 5, 1995, between the Company and Gary L.
Chitty, and Thomas J. McMinn (incorporated by reference
to Exhibit 10.15 to Form 10-KSB/A for fiscal year ended
December 31, 1995).
10.13 -- Amendment to Credit Agreement between the Company and
Compass Bank-Houston dated August 30, 1996 (incorporated
by reference to Exhibit 10.1 to Form 8-K dated August 30,
1996).
10.14 -- Second Amendment to Credit Agreement between the Company
and Compass Bank dated December 17, 1996 (incorporated by
reference to Exhibit 10.14 to Form 10-KSB for the fiscal
year ended December 31, 1996).
10.15 -- Third Amendment to Credit Agreement between the Company
and Compass Bank dated June 10, 1997 (incorporated by
reference to Exhibit 10.15 to Form S-2, dated October 1,
1997, registration No. 333-35843).
10.16 -- Fourth Amendment to Credit Agreement between the Company
and Compass Bank dated June 30, 1997 (incorporated by
reference to Exhibit 10.1 to Form 10-QSB for the
quarterly period ended June 30, 1997).
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.17 -- Incentive Stock Option Agreement between the Company and
M. Michael Jenson (incorporated by reference to Exhibit
10.17 to Form S-2, dated October 1, 1997, registration
No. 333-35843).
11.1 -- Computation of earnings per common and equivalent share
(incorporated by reference to Exhibit 11.1 to Form S-2,
dated October 1, 1997, registration No. 333-35843).
12.1 -- Computation of ratios (incorporated by reference to
Exhibit 12.1 to Form S-2, dated October 1, 1997,
registration No. 333-35843).
*23.1 -- Consent of Grant Thornton LLP.
23.2 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5.1).
*23.3 -- Consent of Netherland, Sewell & Associates, Inc.
*23.4 -- Consent of McDaniel & Associates Consultants, Ltd.
*23.5 -- Consent of KPMG Peat Marwick LLP.
*23.6 -- Consent of Ryder Scott Company Petroleum Engineers.
24.1 -- Power of Attorney (incorporated by reference to Exhibit
24.1 to Form S-2, dated October 1, 1997, registration no.
333-35843).
25.1 -- Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of American Stock
Transfer & Trust Company, as Trustee (incorporated by
reference to Exhibit 25.1 to Form S-2, dated October 1,
1997, registration no. 333-35843).
27.1 -- Financial Data Schedule (incorporated by reference to
Exhibit 27.1 to Form S-2, dated October 1, 1997,
registration no. 333-35843).
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
October 1, 1997
Southern Mineral Corporation
500 Dallas, Suite 2800
Houston, Texas 77002-4708
RE: REGISTRATION STATEMENT ON FORM S-2
Dear Ladies and Gentlemen:
We have acted as counsel to Southern Minerals Corporation (the
"Company") in connection with preparation of the above referenced Registration
Statement on Form S-2 filed by the Company with the Securities and Exchange
Commission on October 1, 1997 pursuant to Rule 462(b) of the Securities Act of
1933, as amended (the "Act"), covering $41,400,000 aggregate principal amount of
6.875% Convertible Subordinated Debentures due 2007 (the "Debentures"),
including up to $5,400,000 in aggregate principal amount of Debentures pursuant
to an over-allotment option granted to the underwriters, and such number of
shares of Common Stock, par value $.01 per share (the "Common Stock"), as may be
issuable upon conversion of the Debentures, of Southern Mineral Corporation, a
Nevada corporation (the "Company"), we, as your counsel, have examined such
corporate records, certificates and other documents and such questions of law as
we have considered necessary or appropriate for the purposes of this opinion:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of
Nevada.
2. When the Registration Statement has become effective under the
Act, the issuance and sale of the Debentures will not violate any
applicable law or agreement or instrument then binding on the
Company.
3. A sufficient number of shares of Common Stock have been reserved
for issuance upon the conversion of the Debentures, as
contemplated in the Registration Statement.
4. Shares of Common Stock issued and delivered upon conversion of
the Debentures, in accordance the with indenture contemplated in
the Registration Statement, will be duly and validly issued,
fully paid and nonassessable.
<PAGE> 2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Southern Mineral Corporation
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Debentures and the Common Stock and to
the reference to us under the heading "Legal Matters" in the Prospectus
contained therein. In giving such consent, we do not thereby admit that we are
in the category of person whose consent is required under Section 7 of the Act.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 21, 1996, accompanying the
consolidated financial statements of Southern Mineral Corporation contained in
the Registration Statement filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts".
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Houston, Texas
October 1, 1997
<PAGE> 1
EXHIBIT 23.3
Netherland, Sewell & Associates, Inc.
International Petroleum Consultants
Engineering, Geology, Geophysics
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
We hereby consent to the incorporation by reference into the Form S-2
Registration Statement filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, including any amendment thereto, of Southern
Mineral Corporation, a Nevada corporation (the "Company"), of the references to
this firm and to its reports listed below regarding the Southern Mineral
Corporation proved reserves estimates contained in the Company's Prospectus on
Form S-2 to be filed by Southern Mineral Corporation with the Securities and
Exchange Commission.
1. Report of domestic proved reserves estimates as of January 1, 1996
dated March 1, 1996.
2. Audit of domestic proved reserves estimates as of December 31, 1996
dated February 25, 1997.
3. Report of the proved reserves estimates of the Big Escambia Creek
Field Acquisition, as of December 31, 1996, dated September 29, 1997.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ DANNY D. SIMMONS
---------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
October 1, 1997
<PAGE> 1
EXHIBIT 23.4
[MCDANIEL & ASSOCIATES CONSULTANTS LTD. LETTERHEAD]
Reference: SOUTHERN MINERAL CORPORATION
REGISTRATION STATEMENT FORM S-2
We consent to the reference to our evaluation of "Spruce Hills Production
Company Inc., Evaluation of Oil & Gas Reserves, based on Escalating Price
Assumptions, as of April 1, 1997," dated as of June 13, 1997,in the Registration
Statement on Form S-2 filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, of Southern Mineral Corporation and any
amendments thereto and to all references to this firm in the Prospectus, which
is part of the Registration Statement.
MCDANIEL & ASSOCIATES CONSULTANTS LTD.
B. H. EMSLIE
- ---------------------
B. H. Emslie, P. Eng.
Vice President
Calgary, Alberta
Dated: October 1, 1997
<PAGE> 1
EXHIBIT 23.5
The Board of Directors
Southern Mineral Corporation
We consent to the use of our report included herein, and our report on the
financial statements of BEC Energy Inc. incorporated herein by reference and to
the reference of our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Houston, Texas
October 1, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference into this Form S-2
Registration Statement filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, for Southern Mineral Corporation, a Nevada
corporation (the "Company"), to the references to this firm and to its reports
listed below regarding the Southern Mineral Corporation proved reserves
estimates contained in the Company's Prospectus on Form S-2 to be filed by
Southern Mineral Corporation with the Securities and Exchange Commission.
Report of the Ecuadorian proved reserves estimates as of January 1,
1997.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
October 1, 1997
