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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CALLON PETROLEUM COMPANY
(Exact 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)
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: 333-87945.
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
SENIOR SUBORDINATED NOTES DUE 2005 NEW YORK STOCK EXCHANGE
</TABLE>
Securities to be registered under Section 12(g) of the Act:
NONE
(Title of class)
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ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Senior Subordinated Notes due 2005 ("Notes") of
the Registrant is set forth under the caption "Prospectus Supplement Summary"
and "Description of the Notes" in the Registrant's Prospectus Supplement, filed
pursuant to Rule 424(b)(2) on October 24, 2000, to the Registrant's Registration
Statement on Form S-3, filed with the Securities and Exchange Commission on
September 28, 1999 (File No. 333-87945), which is incorporated herein by
reference.
ITEM 2. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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<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, 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, filed November 13, 1995, Reg.
No. 33-96700)
4.7 Rights Agreement between the Company and American Stock Transfer & Trust Company, as
Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 1 of the
Company's Form 8-A, filed April 6, 2000)
4.8 Indenture for Convertible Debentures (incorporated by reference form Exhibit 4.4 of
the Company's Registration Statement on Form S-1, filed November 13, 1995,
Reg. No. 33-96700)
4.9 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, filed
November 22, 1996, Reg. No. 333-15501)
4.10 Form of Note Indenture for the Company's 10% Senior Subordinated Notes due 2001
(incorporated by reference from Exhibit 4.6 of the Company's Registration Statement
on Form S-1, filed November 22, 1996, Reg. No. 333-15501)
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.11 Form of Note Indenture for the Company's 10.25% Senior Subordinated Notes due 2004
(incorporated by reference from Exhibit 4.10 of the Company's Registration Statement
on Form S-2, filed June 25, 1999, Reg. No. 333-80579)
4.12 Form of Subordinated Indenture for the Company
4.13 Form of Supplemental Indenture for the Company's 11% Senior Subordinated Notes due
2005
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3
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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: October 25, 2000 CALLON PETROLEUM COMPANY
By: /s/ JAMES O. BASSI
-----------------------------------
James O. Bassi
Vice President and Controller
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<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, 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, filed November 13, 1995, Reg.
No. 33-96700)
4.7 Rights Agreement between the Company and American Stock Transfer & Trust Company, as
Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 1 of the
Company's Form 8-A, filed April 6, 2000)
4.8 Indenture for Convertible Debentures (incorporated by reference form Exhibit 4.4 of
the Company's Registration Statement on Form S-1, filed November 13, 1995,
Reg. No. 33-96700)
4.9 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, filed
November 22, 1996, Reg. No. 333-15501)
4.10 Form of Note Indenture for the Company's 10% Senior Subordinated Notes due 2001
(incorporated by reference from Exhibit 4.6 of the Company's Registration Statement
on Form S-1, filed November 22, 1996, Reg. No. 333-15501)
4.11 Form of Note Indenture for the Company's 10.25% Senior Subordinated Notes due 2004
(incorporated by reference from Exhibit 4.10 of the Company's Registration Statement
on Form S-2, filed June 25, 1999, Reg. No. 333-80579)
4.12 Form of Subordinated Indenture for the Company
4.13 Form of Supplemental Indenture for the Company's 11% Senior Subordinated Notes due
2005
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