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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 24, 2000
Date of Report
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
Delaware 0-25192 64-0844345
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrant's telephone number, including area code)
Not Applicable
(Former name and former address,
if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable to this filing.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable to this filing.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable to this filing.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Not applicable to this filing.
ITEM 5. OTHER EVENTS.
On September 28, 1999, Callon Petroleum Company (the "Company") filed a
Registration Statement on Form S-3, File No. 333-87945 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the public offering, pursuant to Rule 415 under the Securities Act of 1933, as
amended, of up to an aggregate of $125 million in securities of the Company. On
October 6, 1999, the SEC declared the Registration Statement effective. (The
Registration Statement and definitive prospectus contained therein are
collectively referred to as the "Prospectus").
On September 27, 2000, the Company filed with the SEC a preliminary
supplement to the Prospectus, dated September 27, 2000 (the "Preliminary
Prospectus Supplement"). The Company filed a final supplement to the Prospectus,
dated October 23, 2000, with the SEC on October 24, 2000 (collectively with the
Preliminary Prospectus Supplement, the "Prospectus Supplement"). The Prospectus
Supplement relates to the issuance and sale in an underwritten public offering
of $32,000,000 aggregate principal amount of the Company's 11% Senior
Subordinated Notes due 2005 ("Notes") and up to an additional $4,800,000 of
Notes if the underwriters exercise their over-allotment option in full. In
connection with the filing of the Prospectus Supplement with the SEC, the
Company is filing certain exhibits as part of this Form 8-K. See "Item 7.
Financial Statements and Exhibits."
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not applicable to this filing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable to this filing.
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(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable to this filing.
(c) EXHIBITS.
EXHIBIT
NUMBER TITLE OF DOCUMENT
1.1 Underwriting Agreement, dated October 23, 2000 by and between
the Company and Morgan Keegan & Company, Inc. and A.G. Edwards
& Sons, Inc., as representatives of the underwriters, with
respect to the issuance and sale of $32,000,000 aggregate
principal amount of the Company's 11% Senior Subordinated
Notes due 2005 ("Notes") and up to an additional $4,800,000 of
Notes if the underwriters exercise their over-allotment
option.
4.1 Subordinated Indenture for the Company dated October 26, 2000.
4.2 Supplemental Indenture for the Company's 11% Senior
Subordinate Notes due 2005
5.1 Opinion of Haynes and Boone, LLP
23.1 Consent of Haynes and Boone, LLP (included as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Huddleston & Co., Inc.
25.1 Statement of Eligibility of Trustee
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable to this filing.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable to this filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CALLON PETROLEUM COMPANY
By: /s/ JAMES O. BASSI
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Dated: October 25, 2000 James O. Bassi
Vice President and Controller
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1 Underwriting Agreement, dated October 23, 2000 by and between
the Company and Morgan Keegan & Company, Inc. and A.G. Edwards
& Sons, Inc., as representatives of the underwriters, with
respect to the issuance and sale of $32,000,000 aggregate
principal amount of the Company's 11% Senior Subordinated
Notes due 2005 ("Notes") and up to an additional $4,800,000 of
Notes if the underwriters exercise their over-allotment
option.
4.1 Subordinated Indenture for the Company dated October 26, 2000.
4.2 Supplemental Indenture for the Company's 11% Senior
Subordinate Notes due 2005
5.1 Opinion of Haynes and Boone, LLP
23.1 Consent of Haynes and Boone, LLP (included as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Huddleston & Co., Inc.
25.1 Statement of Eligibility of Trustee
</TABLE>
