<PAGE> 1
FORM 8-A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------
CALLON PETROLEUM COMPANY
(Name of registrant as specified in its charter)
DELAWARE 64-0844345
(state of incorporation or organization) (I.R.S. Employer Identification No.)
200 NORTH CANAL STREET
NATCHEZ, MISSISSIPPI 39120
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
SENIOR SUBORDINATED NOTES DUE 2004 NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-80579.
Securities to be registered under Section 12(g) of the Act:
NONE
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Senior Subordinated Notes due 2004 ("Notes") of
the Registrant is set forth under the caption "Prospectus Summary" and
"Description of the Notes" in Part I of the Registrant's Registration Statement
on Form S-2, filed with the Securities and Exchange Commission on June 14, 1999
(File No. 333-80579), which is incorporated herein by reference. The description
of the Notes in the form of prospectus to be subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933 is also
deemed to be incorporated by herein by reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4. Instruments defining the rights of security holders,
including indentures
4.1 Certificate of Incorporation of the Company, as
amended (incorporated by reference from Exhibit 3.1
of the Company's Registration Statement on Form S-4,
filed August 4, 1994, Reg. No. 33-82408)
4.2 Certificate of Merger of Callon Consolidated
Partners, L.P. with and into the Company dated
September 16, 1994 (incorporated by reference from
Exhibit 3.2 of the Company's Report on Form 10-K for
the fiscal year ended December 31, 1994.
4.3 Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement
on Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.4 Specimen Stock Certificate (incorporated by reference
from Exhibit 4.1 of the Company's Registration
Statement on Form S-4, filed August 4, 1994, Reg. No.
33-82408)
4.5 Specimen Preferred Stock Certificate (incorporated by
reference from Exhibit 4.2 of the Company's
Registration Statement on Form S-1/A, filed November
13, 1995, Reg. No. 33-96700)
4.6 Designation for Series A Preferred Stock
(incorporated by reference from Exhibit 4.3 of the
Company's Registration Statement on Form S-1/A, filed
November 13, 1995, Reg. No. 33-96700)
4.7 Indenture for Convertible Debentures (incorporated by
reference form Exhibit 4.4 of the Company's
Registration Statement on Form S-1/A, filed November
13, 1995, Reg. No. 33-96700)
4.8 Certificate of Correction on Designation of Series A
Preferred Stock (incorporated by reference from
Exhibit 4.4 of the Company's Registration Statement
on Form S-1/A, filed November 22, 1996, Reg. No.
333-15501)
4.9 Form of Notes Indenture (incorporated herein by
reference from Exhibit 4.10 of Amendment No. 1 to the
Company's Registration Statement on Form S-2 filed
June 25, 1999, Reg. No. 333-80579)
9. Voting Trust Agreement
9.1 Stockholders' Agreement dated September 16, 1994
among the Company, the Callon Stockholders and NOCO
Enterprises, L.P. (incorporated by reference from
Exhibit 9.1 of the Company's Registration Statement
on Form 8-B filed October 3, 1994)
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
9.2 Addendum to Stockholders' Agreement dated August 11,
1997 between Fred.Olsen Energy ASA, the Company and
other stockholders of the Company
9.3 Addendum to Stockholders' Agreement dated February
11, 1998 between Fred.Olsen Limited, the Company and
other stockholders of the Company
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 29, 1999 CALLON PETROLEUM COMPANY
By: /s/ James O. Bassi
------------------------------
James O. Bassi
Vice President and Controller
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4. Instruments defining the rights of security holders,
including indentures
4.1 Certificate of Incorporation of the Company, as
amended (incorporated by reference from Exhibit 3.1
of the Company's Registration Statement on Form S-4,
filed August 4, 1994, Reg. No. 33-82408)
4.2 Certificate of Merger of Callon Consolidated
Partners, L.P. with and into the Company dated
September 16, 1994 (incorporated by reference from
Exhibit 3.2 of the Company's Report on Form 10-K for
the fiscal year ended December 31, 1994.
4.3 Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement
on Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.4 Specimen Stock Certificate (incorporated by reference
from Exhibit 4.1 of the Company's Registration
Statement on Form S-4, filed August 4, 1994, Reg. No.
33-82408)
4.5 Specimen Preferred Stock Certificate (incorporated by
reference from Exhibit 4.2 of the Company's
Registration Statement on Form S-1/A, filed November
13, 1995, Reg. No. 33-96700)
4.6 Designation for Series A Preferred Stock
(incorporated by reference from Exhibit 4.3 of the
Company's Registration Statement on Form S-1/A, filed
November 13, 1995, Reg. No. 33-96700)
4.7 Indenture for Convertible Debentures (incorporated by
reference form Exhibit 4.4 of the Company's
Registration Statement on Form S-1/A, filed November
13, 1995, Reg. No. 33-96700)
4.8 Certificate of Correction on Designation of Series A
Preferred Stock (incorporated by reference from
Exhibit 4.4 of the Company's Registration Statement
on Form S-1/A, filed November 22, 1996, Reg. No.
333-15501)
4.9 Form of Notes Indenture (incorporated herein by
reference from Exhibit 4.10 of Amendment No. 1 to the
Company's Registration Statement on Form S-2 filed
June 25, 1999, Reg. No. 333-80579)
9. Voting Trust Agreement
9.1 Stockholders' Agreement dated September 16, 1994
among the Company, the Callon Stockholders and NOCO
Enterprises, L.P. (incorporated by reference from
Exhibit 9.1 of the Company's Registration Statement
on Form 8-B filed October 3, 1994)
9.2 Addendum to Stockholders' Agreement dated August 11,
1997 between Fred.Olsen Energy ASA, the Company and
other stockholders of the Company
9.3 Addendum to Stockholders' Agreement dated February
11, 1998 between Fred.Olsen Limited, the Company and
other stockholders of the Company
</TABLE>
<PAGE> 1
EXHIBIT 9.2
ADDENDUM AGREEMENT
Addendum Agreement made this 11th day of August, 1997, by and between Fred.
Olsen Energy ASA, a Norwegian corporation (the "New Stockholder"), Callon
Petroleum Company, a Delaware corporation (the "Company"), and the other
stockholders (the "Stockholders") of the Company who are parties to that certain
Stockholders' Agreement dated September 16, 1994 between the Company and the
Stockholders (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders entered into the Agreement to
impose certain restrictions and obligations upon themselves and the shares of
Common Stock, $0.01 par value, of the Company held by them (the "Stock");
WHEREAS, the New Stockholder is desirous of becoming a stockholder of the
Company; and
WHEREAS, the Company and the Stockholders have required in the Agreement
that certain persons being offered Stock must enter into an Addendum Agreement
binding the New Stockholder to the Agreement to the same extent as if it was an
original party thereto, so as to promote the mutual interests of the Company,
the Stockholders and the New Stockholder by imposing the same restrictions and
obligations on the New Stockholder and the shares of Common Stock to be acquired
by it as were imposed upon the Stockholders under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises of the parties, and
as a condition of the purchase of the shares of Common Stock in the Company, the
New Stockholder acknowledges that it has read the Agreement. The New Stockholder
shall be bound by, and shall have the benefit of, all the terms and conditions
set out in the Agreement to the same extent as if it was a "Stockholder" as
defined in the Agreement. This Addendum Agreement shall be attached to and
become a part of the Agreement.
FRED. OLSEN ENERGY ASA, a corporation formed
under the laws of the Kingdom of Norway
BY: /s/ ANETTE S. OLSEN
-----------------------------------------
NAME: Anette S. Olsen
---------------------------------------
TITLE: Director
--------------------------------------
Address for notices under Section 5.1 of the
Agreement:
Fred. Olsen gt. 2
N-0107 Oslo
Norway
<PAGE> 2
Agreed to by the Company and on behalf of the Stockholders pursuant to
Section 5.10 of the Agreement.
CALLON PETROLEUM COMPANY
BY: /s/ FRED L. CALLON
--------------------------
FRED L. CALLON, President
ATTEST:
/s/ H. MICHAEL TATUM
- --------------------------
Secretary
<PAGE> 1
EXHIBIT 9.3
ADDENDUM AGREEMENT
Addendum Agreement made this 11th day of February, 1998, by and between
Fred. Olsen Limited, a United Kingdom corporation (the "New Stockholder"),
Callon Petroleum Company, a Delaware corporation (the "Company"), and the other
stockholders (the "Stockholders") of the Company who are parties to that certain
Stockholders' Agreement dated September 16, 1994 between the Company and the
Stockholders (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders entered into the Agreement to
impose certain restrictions and obligations upon themselves and the shares of
Common Stock, $0.01 par value, of the Company held by them (the "Stock");
WHEREAS, the New Stockholder is desirous of becoming a stockholder of the
Company; and
WHEREAS, the Company and the Stockholders have required in the Agreement
that certain persons being offered Stock must enter into an Addendum Agreement
binding the New Stockholder to the Agreement to the same extent as if it was an
original party thereto, so as to promote the mutual interests of the Company,
the Stockholders and the New Stockholder by imposing the same restrictions and
obligations on the New Stockholder and the shares of Common Stock to be acquired
by it as were imposed upon the Stockholders under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises of the parties, and
as a condition of the purchase of the shares of Common Stock in the Company, the
New Stockholder acknowledges that it has read the Agreement. The New Stockholder
shall be bound by, and shall have the benefit of, all the terms and conditions
set out in the Agreement to the same extent as if it was a "Stockholder" as
defined in the Agreement. This Addendum Agreement shall be attached to and
become a part of the Agreement.
FRED. OLSEN LIMITED, a corporation formed
under the laws of the United Kingdom
BY: /s/ JOHN C. WALLACE
-----------------------------------------
NAME: John C. Wallace
---------------------------------------
TITLE: Director
--------------------------------------
Address for notices under Section 5.1 of the
Agreement:
65 Vincent Square
London, SWIP 2RX, United Kingdom
<PAGE> 2
Agreed to by the Company and on behalf of the Stockholders pursuant to
Section 5.10 of the Agreement.
CALLON PETROLEUM COMPANY
BY: /s/ FRED L. CALLON
--------------------------
FRED L. CALLON, President
ATTEST:
/s/ H. MICHAEL TATUM
- --------------------------
Secretary
