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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FORCENERGY INC
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1311 65-0429338
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2730 SW 3RD AVENUE, SUITE 800
MIAMI, FLORIDA 33129-2237
(305) 856-8500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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STIG WENNERSTROM
FORCENERGY, INC.
2730 SW 3RD AVENUE, SUITE 800
MIAMI, FLORIDA 33129-2237
(305) 856-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
T. MARK KELLY JOHN F. WOMBWELL
VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
1001 FANNIN, SUITE 2300 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77002
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
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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] 333-4600
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
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Proposed Proposed
Title of each class of Amount to be maximum offering maximum aggregate Amount of
securities to be registered registered(1) price per share offering price registration fee(2)
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<S> <C> <C> <C> <C>
Common Stock,
no par value..................... 275,000 shares $14.125 3,884,375 $1,340
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(1) Includes 25,000 shares of Common Stock subject to the Underwriters over-
allotment option.
(2) Calculated pursuant to Rule 457.
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EXPLANATORY NOTE
This Registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-4600) filed by Forcenergy Inc (the
"Company") with the Securities and Exchange Commission on May 3, 1996, as
amended by Amendment No. 1 thereto filed on May 10, 1996 and Amendment No. 2
thereto filed on June 6, 1996, which was declared effective on June 13, 1996,
are incorporated hereby by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Miami, State of Florida on the 13th day of June, 1996.
FORCENERGY INC
By: /s/ STIG WENNERSTROM
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President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ STIG WENNERSTROM President and Chief Executive Officer June 13, 1996
- ------------------------- (Principal Executive Officer)
Stig Wennerstrom
/s/ E. JOSEPH GRADY* Vice President--Chief Financial Officer June 13, 1996
- --------------------------- (Principal Financial and Accounting
E. Joseph Grady Officer)
/s/ ARNOLD L. CHAVKIN* Director June 13, 1996
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Arnold L. Chavkin
/s/ ROBERT ISSAL* Director and Chairman of the Board of June 13, 1996
- --------------------------- Directors
Robert Issal
/s/ KEVIN S. PENN* Director June 13, 1996
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Kevin S. Penn
Director June __, 1996
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Bruce L. Burnham
Director June __, 1996
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William F. Wallace
*By: /s/ STIG WENNERSTROM
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Stig Wennerstrom, as
attorney-in-fact
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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1.1 - Certificate of Registrant as to payment of additional registration
fee.
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of Ernst & Young L.L.P.
23.2 - Consent of Price Waterhouse L.L.P.
23.3 - Consent of LaPorte, Sehrt, Romig and Hand
23.4 - Consent of Netherland, Sewell & Associates, Inc.
23.5 - Consent of Collarini Engineering Inc.
23.6 - Consent of Joe C. Neal & Associates
23.7 - Consent of Vinson & Elkins L.L.P. (included in exhibit 5.1)
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EXHIBIT 1.1
CERTIFICATE OF FORCENERGY INC
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Forcenergy Inc (the "Registrant") hereby certifies to the Securities and
Exchange Commission that on June 13, 1996:
(i) The Registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of $1,340 in
connection with the Registration Statement pursuant to Rule 462(b) filed on
June 13, 1996:
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which its
bank has received such instructions.
FORCENERGY INC
By: /s/ E. JOSEPH GRADY
--------------------------------
E. Joseph Grady
Vice President - Chief Financial Officer
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EXHIBIT 5.1
[LETTERHEAD]
June 13, 1996
Forcenergy Inc
2730 S.W. 3rd Avenue,
Suite 800
Miami, Florida 33129
Ladies and Gentlemen:
We have acted as counsel for Forcenergy Inc, a Delaware corporation (the
"Company"), with respect to certain legal matters in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the offer and sale by certain selling shareholders (the
"Selling Shareholders") of up to 2,000,000 shares (the "Shares") of common
stock, par value $.01 per share, of the Company.
In connection with the foregoing, we have examined or are familiar with the
Certificate of Incorporation and the Bylaws of the Company (and any amendments
thereto), the corporate proceedings with respect to the registration of the
Shares, and the Registration Statement on Form S-1 filed in connection with the
registration of the Shares (the "Registration Statement"), and such other
certificates, instruments and documents as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when they
were issued to the Selling Shareholders, were duly authorized, validly issued
and were fully paid and non-assessable.
The foregoing opinion is limited to the laws of the United States of
America and to the General Corporation Law of the State of Delaware. For
purposes of this opinion, we assume that the Shares will be issued in compliance
with all applicable state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
Sincerely,
Vinson & Elkins L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of our report dated February 27, 1996 included in Forcenergy Inc's
registration statement on Form S-1, as amended (Registration No. 333-4600) on
our audit of the financial statements of Forcenergy Inc. We also consent to the
references to our Firm in the Form S-1 under the captions "Experts" and
"Selected Financial Data."
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Miami, Florida
June 13, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 1, 1995, except as
to the common stock reclassification and conversion described in Note 1 which
is as of July 6, 1995, relating to the financial statements of Forcenergy Inc
(formerly Forcenergy Gas Exploration, Inc.) and our report dated May 12, 1995,
relating to the Historical Statement of Revenues and Direct Operating Expenses
of South Marsh Island Blocks 106, 136 and 137, which appear in such Prospectus.
We also consent to the references to us under the headings "Experts" and
"Selected Financial Data" in such Prospectus. However, it should be noted that
Price Waterhouse LLP has not prepared or certified such "Selected Financial
Data."
PRICE WATERHOUSE LLP
Houston, Texas
June 13, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
registration statement of our report on the financial statements of ASHLAWN
ENERGY, INC. dated April 12, 1995 included in Forcenergy, Inc.'s registration
statement on Form S-1 (Registration No. 333-4600) except for Note J for which
the date is May 25, 1995 in the Prospectus for Forcenergy, Inc. constituting
part of such registration statement. We also consent to the reference to us
under the heading "Experts" in the Prospectus contained therein which is
incorporated by reference in this registration statement.
LAPORTE, SEHRT, ROMIG & HAND
A Professional Accounting Corporation
Metairie, Louisiana
June 13, 1996
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EXHIBIT 23.4
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
To the Board of Directors of Forcenergy Inc:
We hereby consent to the use of our report dated March 1, 1996, of the
estimates of net proved oil and natural gas reserves of Forcenergy Inc. and
their present values, as of January 1, 1996, and the inclusion of our audit
report dated May 25, 1995, of the estimates of the net proved oil and natural
gas reserves of Forcenergy Inc and their present values, as of January 1, 1995,
incorporated by reference in this Registration Statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and the prospectus incorporated
therein, and all references to our firm therein.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ DANNY D. SIMMONS
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Danny D. Simmons
Senior Vice President
Dallas, Texas
June 13, 1996
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EXHIBIT 23.5
[COLLARINI ENGINEERING INC. LETTERHEAD]
June 13, 1996
To the Board of Directors of Forcenergy Inc:
We hereby consent to the use of our reports dated February 9, 1996, and
May 26, 1995, and our estimates of the net proved natural gas and oil reserves
of Forcenergy Inc (the "Company"), as of January 1, 1996 and 1995, and to all
references to our estimates of the net proved natural gas and oil reserves of
the Company as of those dates, and to the references to our firm under the
heading "Experts" in the prospectus incorporated by reference into the
Registration Statement pursuant to 462(b) under the Securities Act of 1933, as
amended.
COLLARINI ENGINEERING INC.
/s/ DENNIS JORDAN
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Dennis Jordan, P.E.
Senior Vice President
DGJ/lsh
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EXHIBIT 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
AS INDEPENDENT PETROLEUM ENGINEERS, WE HEREBY CONSENT TO THE USE OF OUR REPORTS
DATED FEBRUARY 24, 1994 AND MAY 24, 1995 AND OUR ESTIMATES OF NET PROVED OIL AND
NATURAL GAS RESERVES OF FORCENERGY INC. AS OF JANUARY 1, 1994 AND 1995 AND TO
ALL REFERENCES TO OUR FIRM INCLUDED IN THIS REGISTRATION STATEMENT PURSUANT TO
RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
/s/ JOE C. NEAL & ASSOCIATES
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Joe C. Neal & Associates
MIDLAND, TEXAS
June 13, 1996
