<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 1998
REGISTRATION NO. 333-12755
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ENERGY SEARCH, INCORPORATED
(Name of Small Business Issuer in Its Charter)
TENNESSEE 1381 62-1423071
(State or Other Juris- (Primary Standard (I.R.S. Employer
diction of Incorporation Industrial Classifi- Identification
or Organization) cation Code Number) No.)
- ---------------------------------------------------------------------------
280 FORT SANDERS WEST BOULEVARD
SUITE 200
KNOXVILLE, TENNESSEE 37922
(423) 531-6562
(Address and Telephone Number of Principal Executive Offices)
-----------
RICHARD S. COOPER
PRESIDENT
ENERGY SEARCH, INCORPORATED
280 FORT SANDERS WEST BOULEVARD
SUITE 200
KNOXVILLE, TENNESSEE 37922
(423) 531-6562
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
COPIES OF COMMUNICATION TO:
PATRICK R. SUGHROUE, ESP. STEPHEN C. WATERBURY, ESQ.
PATRICK R. SUGHROUE, P.C. WARNER NORCROSS & JUDD LLP
3777 SPARKS DRIVE 111 LYON STREET, N.W.
SUITE 130 GRAND RAPIDS, MICHIGAN 49503
GRAND RAPIDS, MICHIGAN 49546 (616) 742-2137
(616) 940-3592
<PAGE>
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. [_]
If this Form is 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 this Form is post-effective amendment filed pursuant to Rule 462 (d)
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. [x] #333 - 12755
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
<PAGE>
Energy Search, Incorporated (the "Company") filed a Registration
Statement on Form SB-2 which became effective on January 23, 1997. The
purpose of this document is to file as exhibits documents that have been
filed with the Securities and Exchange Commission (the "SEC") subsequent to
the last amendment to the Registration Statement.
The Company files annual, quarterly and special reports, proxy
statements, and other information with the SEC. You may read and copy any
reports, statements or other information the Company files at the SEC's
public reference rooms located at Judiciary Plaza, 450 Fifth Street N.W.,
Room 1024, Washington, D.C.; Seven World Trade Center, Suite 1300, New
York, New York, and 500 W. Madison Street, Suite 1400, Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The Company's SEC filings also are available to the
public from commercial document retrieval services and at the web site
maintained by the SEC at "http://www.sec.gov." The Company's proxy
statements and other information also can be inspected at the offices of
NASDAQ, 1735 K. Street, Washington, D.C. 20006.
The Company's Common Stock is reported on The NASDAQ SmallCap Market
under the symbol "EGAS."
INCORPORATION BY REFERENCE
The SEC allows the Company to incorporate by reference certain
information into this Registration Statement. This means that the Company
can disclose important information by referring to another document filed
separately with the SEC. The information incorporated by reference is
deemed to be part of this Registration Statement, except for any
information superseded by information in this Registration Statement. This
Registration Statement incorporates by reference the documents set forth
below that the Company previously has filed with the SEC. These documents
contain important information about the Company and its finances.
<TABLE>
<CAPTION>
THE COMPANY'S SEC FILINGS (FILE NO. 001-12679) PERIOD
<S> <C> <C>
Annual Report on Form 10-KSB Year ended December 31, 1997
Annual Report on Form 10-KSB (Amendment No. 1) Year ended December 31, 1997
Registration Statement on Form 8-A Filed on January 22, 1997
Current Report on Form 8-K Filed on February 25, 1997
Definitive Proxy Statement on Schedule 14A Filed on April 28, 1998
Quarterly Report on Form 10-QSB Quarter ended March 31, 1998
Current Report on Form 8-K Filed on June 30, 1998
Registration Statement on Form S-3 Filed on July 2, 1998
Current Report on Form 8-K Filed on July 10, 1998
-2-
<PAGE>
Quarterly Report on Form 10-QSB Quarter ended June 30, 1998
Registration Statement on Form S-3 (Amendment No. 1) Filed on September 2, 1998
Registration Statement on Form S-3 (Amendment No. 2) Filed on September 18, 1998
Current Report on Form 8-K Filed on September 24, 1998
</TABLE>
Documents incorporated by reference are available from the Company
without charge, excluding exhibits, unless the Company specifically has
incorporated by reference an exhibit in this Registration Statement. You
may obtain documents incorporated by reference in this Registration
Statement by requesting them in writing or by telephone at the following
address: Energy Search, Incorporated, Attention: Secretary, 280 Fort
Sanders West Boulevard, Suite 200, Knoxville, Tennessee 37922; (800)
551-5810. To ensure timely delivery, any request should be made five
business days in advance.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS
EXHIBIT NO. DESCRIPTIONS
Exhibit 1.1 Form of Underwriting Agreement, Agreement Among
Underwriters, Selected Dealer Agreement<F1>
Exhibit 1.2 Form of Financial Consulting Agreement <F1>
Exhibit 1.3 Form of Underwriters' Warrant Agreement <F1>
Exhibit 1.4 Form of Redeemable Series A Common Stock Purchase Warrant
Agreement <F3>
Exhibit 3.1 Third Amended and Restated Charter of the Registrant <F1>
Exhibit 3.2 Third Amended and Restated Bylaws of the Registrant <F1>
Exhibit 3.3 Fourth Amended and Restated Bylaws of the Registrant <F3>
Exhibit 4.1 Specimen of Common Stock Certificate <F3>
Exhibit 4.2 Specimen of Redeemable Series A Common Stock Purchase
Warrant Certificate <F4>
Exhibit 4.3 Specimen of Representatives' Warrant Certificate <F3>
Exhibit 4.4 Specimen of Unit Certificate <F4>
Exhibit 5.1 Opinion of Patrick R. Sughroue, P.C.<F3>
Exhibit 5.2 Opinion of Patrick R. Sughroue, P.C. for this Post-Effective
Amendment No. 1
Exhibit 9.1 Shareholder Voting Agreement and Irrevocable Proxy <F1>
Exhibit 10.1 Energy Search Natural Gas 1995-A L.P. - Limited Partnership
Agreement, Dated: December 31, 1995<F1>
Exhibit 10.2 Energy Search Natural Gas 1995-A L.P. - Joint Drilling and
Operating Agreement, Dated: December 31, 1995 <F1>
Exhibit 10.3 Energy Search Natural Gas 1996 L.P. - Limited Partnership
Agreement, Dated: June 10, 1996 <F1>
-3-
<PAGE>
Exhibit 10.4 Energy Search Natural Gas 1996 L.P. - Joint Drilling and
Operating Agreement, Dated: June 10, 1996 <F1>
Exhibit 10.5 ESI Pipeline Operating Partnership - Limited Partnership
Agreement, Dated: January 7, 1993 <F1>
Exhibit 10.6 Energy Search Natural Gas Pipeline Income Partnership -
Limited Partnership Agreement, Dated: January 7, 1993 <F1>
Exhibit 10.7 Gas Servicing Agreement between the Registrant and ESI
Pipeline Operating L.P., Dated: January 5, 1993 <F1>
Exhibit 10.8 Selling Agreement - Class B Convertible Preferred Shares
between the Registrant and Equity Financial Corporation,
Dated: March 4, 1996 <F1>
Exhibit 10.9 Selling Agreement -- Class A and Class B Preferred Shares
between Registrant and Equity Financial Corporation, Dated:
March 4, 1996 <F1>
Exhibit 10.10 Selling Agreement -- Variable Rate Subordinated Debentures
between Registrant and Equity Financial Corporation, Dated:
September 19, 1994 <F1>
Exhibit 10.11 Aircraft Lease between Charles P. Torrey, Jr. and the
Registrant, Dated February 1, 1995 <F1>
Exhibit 10.12 Beaver Coal Company Lease between Beaver Coal Company
Limited and the Registrant, Dated September 15, 1996 <F1>
Exhibit 10.13 Employment Agreements with officers and key employees of the
Registrant <F1>
(a) Robert L. Remine
(b) Charles P. Torrey, Jr.
(c) Richard S. Cooper
Exhibit 10.14 Promissory Notes of Executive Officers in Favor of
Registrant <F1>
(a) Charles P. Torrey, Jr.
(b) Robert L. Remine
(c) Richard S. Cooper
Exhibit 10.15 Stock Option Plan <F3>
Exhibit 10.16 Outside Directors Stock Option Plan <F3>
Exhibit 10.17 Form of Lock-up Agreement <F1>
Exhibit 10.18 Employment Agreement of John M. Johnston <F4>
Exhibit 13.1 Annual Report on Form 10-KSB for Year ended December 31,
1997 <F5>
Exhibit 13.2 Annual Report on Form 10-KSB (Amendment No. 1) for Year
ended December 31, 1997 <F5>
Exhibit 13.3 Quarterly Report on Form 10-QSB for Quarter ended March 31,
1998 <F5>
Exhibit 13.4 Quarterly Report on Form 10-QSB for Quarter ended June 30,
1998 <F5>
Exhibit 23.1 Consent of Patrick R. Sughroue, P.C. (included in opinion
filed as Exhibit 5.1) <F3>
Exhibit 23.2 Consent of Ronald D. Cameron, CPA <F4>
Exhibit 23.3 Consent of Kim A. Walbe <F4>
Exhibit 23.4 Consent of Plante & Moran, L.L.P., CPA
-4-
<PAGE>
Exhibit 23.5 Consent of Patrick R. Sughroue, P.C. for this Post-Effective
Amendment No. 1 (included in opinion filed as Exhibit 5.2)
Exhibit 27.1 Financial Data Schedule <F2>
Exhibit 99.1 Registration Statement on Form 8-A filed on January 22, 1997
<F5>
Exhibit 99.2 Definitive Proxy Statement on Schedule 14A filed on April
28, 1998 <F5>
Exhibit 99.3 Current Report on Form 8-K filed on June 30, 1998 <F5>
Exhibit 99.4 Registration Statement on Form S-3 filed on July 2, 1998
<F5>
Exhibit 99.5 Current Report on Form 8-K filed on July 10, 1998 <F5>
Exhibit 99.6 Registration Statement on Form S-3 (Amendment No. 1) filed
on September 2, 1998 <F5>
Exhibit 99.7 Registration Statement on Form S-3 (Amendment No. 2) filed
on September 18, 1998 <F5>
Exhibit 99.8 Current Report on Form 8-K filed on September 24, 1998 <F5>
- ---------------------------------------------------------------------------
<F1> Previously filed with the Company's Registration Statement on Form
SB-2 filed with the Securities and Exchange Commission on September
26, 1996.
<F2> Previously filed with the Company's Amendment No. 1 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on November 14, 1996.
<F3> Previously filed with the Company's Amendment No. 2 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on December 27, 1996.
<F4> Previously filed with the Company's Amendment No. 3 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on January 23, 1997.
<F5> Incorporated by reference pursuant to this Post-Effective Amendment
No. 1 to the Registration Statement.
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(a) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
-5-
<PAGE>
(b) Reflect in the Prospectus any facts or events which, individually
or together, represent a fundamental change in the Registration
Statement, and notwithstanding the forgoing, 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 the 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; and
(c) Include any additional or changed material information on the
plan of distribution.
(2) For determining any liability under the Securities Act, to treat 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.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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.
(5) For determining any liability under the Securities Act, to treat the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act as be part of this
-6-
<PAGE>
Registration Statement as of the time the Commission declared it
effective.
(6) For determining any liability under the Securities Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that offering of the securities at that time as the
initial bona fide offering of those securities.
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. 1 to the Registration Statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City
of Knoxville, State of Tennessee on October 5, 1998.
ENERGY SEARCH, INCORPORATED
By: /S/ RICHARD S. COOPER
Richard S. Cooper
President and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
October 5, 1998 /S/ CHARLES P. TORREY, JR.
Charles P. Torrey, Jr.
Chief Executive Officer (Principal
Executive Officer) and Director
October 5, 1998 /S/ RICHARD S. COOPER
Richard S. Cooper
President and Director
-7-
<PAGE>
October 5, 1998 /S/ ROBERT L. REMINE
Robert L. Remine
Secretary, Treasurer (Principal
Financial and Accounting Officer), and
Director
-8-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTIONS
Exhibit 1.1 Form of Underwriting Agreement, Agreement Among
Underwriters, Selected Dealer Agreement<F1>
Exhibit 1.2 Form of Financial Consulting Agreement <F1>
Exhibit 1.3 Form of Underwriters' Warrant Agreement <F1>
Exhibit 1.4 Form of Redeemable Series A Common Stock Purchase Warrant
Agreement <F3>
Exhibit 3.1 Third Amended and Restated Charter of the Registrant <F1>
Exhibit 3.2 Third Amended and Restated Bylaws of the Registrant <F1>
Exhibit 3.3 Fourth Amended and Restated Bylaws of the Registrant <F3>
Exhibit 4.1 Specimen of Common Stock Certificate <F3>
Exhibit 4.2 Specimen of Redeemable Series A Common Stock Purchase
Warrant Certificate <F4>
Exhibit 4.3 Specimen of Representatives' Warrant Certificate <F3>
Exhibit 4.4 Specimen of Unit Certificate <F4>
Exhibit 5.1 Opinion of Patrick R. Sughroue, P.C.<F3>
Exhibit 5.2 Opinion of Patrick R. Sughroue, P.C. for this Post-Effective
Amendment No. 1
Exhibit 9.1 Shareholder Voting Agreement and Irrevocable Proxy <F1>
Exhibit 10.1 Energy Search Natural Gas 1995-A L.P. - Limited Partnership
Agreement, Dated: December 31, 1995<F1>
Exhibit 10.2 Energy Search Natural Gas 1995-A L.P. - Joint Drilling and
Operating Agreement, Dated: December 31, 1995 <F1>
Exhibit 10.3 Energy Search Natural Gas 1996 L.P. - Limited Partnership
Agreement, Dated: June 10, 1996 <F1>
Exhibit 10.4 Energy Search Natural Gas 1996 L.P. - Joint Drilling and
Operating Agreement, Dated: June 10, 1996 <F1>
Exhibit 10.5 ESI Pipeline Operating Partnership - Limited Partnership
Agreement, Dated: January 7, 1993 <F1>
Exhibit 10.6 Energy Search Natural Gas Pipeline Income Partnership -
Limited Partnership Agreement, Dated: January 7, 1993 <F1>
Exhibit 10.7 Gas Servicing Agreement between the Registrant and ESI
Pipeline Operating L.P., Dated: January 5, 1993 <F1>
Exhibit 10.8 Selling Agreement - Class B Convertible Preferred Shares
between the Registrant and Equity Financial Corporation,
Dated: March 4, 1996 <F1>
Exhibit 10.9 Selling Agreement -- Class A and Class B Preferred Shares
between Registrant and Equity Financial Corporation, Dated:
March 4, 1996 <F1>
Exhibit 10.10 Selling Agreement -- Variable Rate Subordinated Debentures
between Registrant and Equity Financial Corporation, Dated:
September 19, 1994 <F1>
Exhibit 10.11 Aircraft Lease between Charles P. Torrey, Jr. and the
Registrant, Dated February 1, 1995 <F1>
-9-
<PAGE>
Exhibit 10.12 Beaver Coal Company Lease between Beaver Coal Company
Limited and the Registrant, Dated September 15, 1996 <F1>
Exhibit 10.13 Employment Agreements with officers and key employees of the
Registrant <F1>
(a) Robert L. Remine
(b) Charles P. Torrey, Jr.
(c) Richard S. Cooper
Exhibit 10.14 Promissory Notes of Executive Officers in Favor of
Registrant <F1>
(a) Charles P. Torrey, Jr.
(b) Robert L. Remine
(c) Richard S. Cooper
Exhibit 10.15 Stock Option Plan <F3>
Exhibit 10.16 Outside Directors Stock Option Plan <F3>
Exhibit 10.17 Form of Lock-up Agreement <F1>
Exhibit 10.18 Employment Agreement of John M. Johnston <F4>
Exhibit 13.1 Annual Report on Form 10-KSB for Year ended December 31,
1997 <F5>
Exhibit 13.2 Annual Report on Form 10-KSB (Amendment No. 1) for Year
ended December 31, 1997 <F5>
Exhibit 13.3 Quarterly Report on Form 10-QSB for Quarter ended March 31,
1998 <F5>
Exhibit 13.4 Quarterly Report on Form 10-QSB for Quarter ended June 30,
1998 <F5>
Exhibit 23.1 Consent of Patrick R. Sughroue, P.C. (included in opinion
filed as Exhibit 5.1) <F3>
Exhibit 23.2 Consent of Ronald D. Cameron, CPA <F4>
Exhibit 23.3 Consent of Kim A. Walbe <F4>
Exhibit 23.4 Consent of Plante & Moran, L.L.P., CPA
Exhibit 23.5 Consent of Patrick R. Sughroue, P.C. for this Post-Effective
Amendment No. 1 (included in opinion filed as Exhibit 5.2)
Exhibit 27.1 Financial Data Schedule <F2>
Exhibit 99.1 Registration Statement on Form 8-A filed on January 22, 1997
<F5>
Exhibit 99.2 Definitive Proxy Statement on Schedule 14A filed on April
28, 1998 <F5>
Exhibit 99.3 Current Report on Form 8-K filed on June 30, 1998 <F5>
Exhibit 99.4 Registration Statement on Form S-3 filed on July 2, 1998
<F5>
Exhibit 99.5 Current Report on Form 8-K filed on July 10, 1998 <F5>
Exhibit 99.6 Registration Statement on Form S-3 (Amendment No. 1) filed
on September 2, 1998 <F5>
Exhibit 99.7 Registration Statement on Form S-3 (Amendment No. 2) filed
on September 18, 1998 <F5>
Exhibit 99.8 Current Report on Form 8-K filed on September 24, 1998 <F5>
- ---------------------------------------------------------------------------
-10-
<PAGE>
<F1> Previously filed with the Company's Registration Statement on Form
SB-2 filed with the Securities and Exchange Commission on September
26, 1996.
<F2> Previously filed with the Company's Amendment No. 1 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on November 14, 1996.
<F3> Previously filed with the Company's Amendment No. 2 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on December 27, 1996.
<F4> Previously filed with the Company's Amendment No. 3 to Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on January 23, 1997.
<F5> Incorporated by reference pursuant to this Post-Effective Amendment
No. 1 to the Registration Statement.
-11-
<PAGE>
EXHIBIT 5.2 AND 23.5
CONSENT OF PATRICK R. SUGHROUE, P.C.
I hereby consent to the filing of legal opinion dated December 27,
1996 as an exhibit to the Post-Effective Amendment No. 1 to Form SB-2
Registration Statement for Energy Search, Incorporated ("SB-2 Amendment No.
1") and further consent to the reference to my firm under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
PATRICK R. SUGHROUE, P.C.,
By: /S/ PATRICK R. SUGHROUE
Patrick R. Sughroue
October 5, 1998
Grand Rapids, MI
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the use in the Post-Effective Amendment No. 1 to
Form SB-2 Registration Statement for Energy Search, Incorporated
("SB-2 Amendment No. 1") of our report which is dated February 20,
1998 on the financial statements of the Company for the years ended
December 31, 1996 and December 31, 1997. We also consent to the use
in the SB-2 Amendment No. 1 of our report on Supplementary
Information dated December 31, 1996 which is presented as
supplementary information to the December 31, 1997 financial
statement of the Company. Further, we consent to be named as the
Company's auditor and accounting expert in the SB-2 Amendment No. 1.
PLANTE & MORAN, L.L.P.,
By: /S/ JONATHAN M. CHISM, CPA
Jonathan M. Chism, CPA
October 5, 1998
Grand Rapids, MI
