<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998.
REGISTRATION NO. 333-51009
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
SEVEN SEAS PETROLEUM INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
YUKON TERRITORY 1311 73-1468669
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------------
<TABLE>
<S> <C>
HERBERT C. WILLIAMSON, III
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
1990 POST OAK BLVD., SUITE 960 1990 POST OAK BLVD., SUITE 960
HOUSTON, TEXAS 77056 HOUSTON, TEXAS 77056
(713) 622-8218 (713) 622-8218
(Address, including zip code, and telephone (Name, address, including zip code
number, including area code, of and telephone number, including area
registrant's principal executive offices) code, of agent for service)
</TABLE>
Copies to:
T. MARK KELLY
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
(713) 758-2222
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effectiveness of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
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 this Form is a 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a list of all estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the Common Stock
and Warrants offered hereby.
<TABLE>
<CAPTION>
TOTAL
<S> <C>
Securities and Exchange Commission registration fee......... $20,740
Printing and engraving costs................................ 20,000
Legal fees and expenses..................................... 25,000
Accounting fees and expenses................................ 3,000
Other....................................................... 3,000
-------
Total............................................. $71,740
=======
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Yukon Business Corporations Act and the Company's Bylaws provide the
following authority to indemnify directors or officers or former directors or
officers of the Company or of a company of which the Company is or was a
shareholder:
(1) Except in respect of an action by or on behalf of the corporation
or a body corporate to procure a judgment in its favor, a corporation may
indemnify a director or officer of the corporation, a former director or
officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of which
the corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action
or proceeding to which he is made a party by reason of being or having been
a director or officer of that corporation or body corporate, if (a) he
acted honestly and in good faith with a view to the best interests of the
corporation, and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.
(2) A corporation may, with the approval of the Supreme Court,
indemnify a person referred to in subsection (1) in respect of an action by
or on behalf of the corporation or body corporate to procure a judgment in
its favor, to which he is made a party by reason by being or having been a
director or an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with
the action if he fulfills the conditions set out in paragraphs (1)(a) and
(b).
The Yukon Business Corporations Act also provides that:
(3) Notwithstanding anything in subsections (1) through (6), a person
referred to in subsection (1) is entitled to indemnity from the corporation
in respect of all costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal or administrative action
or proceeding to which he is made a party by reason of being or having been
a director or officer of the corporation or body corporate, if the person
seeking indemnity (A) was substantially successful on the merits of his
defense of the action or proceeding, (B) fulfills the conditions set out in
paragraphs (1)(a) and (b), and (C) is fairly and reasonably entitled to
indemnity.
(4) A corporation may purchase and maintain insurance for the benefit
of any person referred to in subsection (1) against any liability incurred
by him (a) in his capacity as a director or officer of the corporation,
except when the liability relates to his failure to act honestly and in
good faith with a view to the best interests of the corporation, or (b) in
his capacity as a director or officer of another body
II-1
<PAGE> 3
corporate if he acts or acted in that capacity at the corporation's
request, except when the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may apply
to the Supreme Court for an order approving an indemnity under this section
and the Supreme Court may so order and make any further order it thinks
fit.
(6) On an application under subsection (5), the Supreme Court may
order notice to be given to any interested person and that person is
entitled to appear and be heard in person or by counsel.
The Bylaws of the Company also provide that the provisions for
indemnification contained in the Bylaws (outlined in subsections (1) and (2)
above) shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise both as to an action in his
official capacity and as to an action in any other capacity while holding such
office and shall continue as to a person who has ceased to be a director of
officer and shall enure to the benefit of the heirs and legal representatives of
such person. The Company maintains director's and officer's insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Within the last three years, the Company issued the following securities
which were not registered under the Securities Act of 1933, as amended (the
"Securities Act"):
On June 30, 1995, upon the Amalgamation, 11,999,999 Common Shares of the
Company were issued to the holders of the common shares of the Predecessor and
680,464 Common Shares of the Company were issued to the holders of shares of
Rusty Lake. The Amalgamation was conducted in Canada, was effected in accordance
with the laws of British Columbia and approved by the Supreme Court of British
Columbia.
In March 1996, 2,000,000 Special Warrants were issued at a purchase price
of $2.75 per Unit pursuant to a brokered private offering of units conducted in
Canada pursuant to the British Columbia securities laws. The Units were
convertible into one common share and one half of one Class A share purchase
warrant (the "Class A Warrants"). Each whole Class A Warrant entitled the holder
thereof to acquire one additional Common Share at a price of $3.50 per share at
any time on or before March 14, 1997. Yorkton Securities Inc., First Marathon
Securities Limited and Griffiths McBurney & Partners Inc. served as agents for
the private placement and received a 7% commission on the gross proceeds
thereof. To the extent U.S. residents were involved in this transaction, the
Company believes that the issuance of securities was exempt from registration
under the Securities Act by virtue of the provision of Section 4(2) thereof.
In July 1996, the Company issued the following securities in the GHK
Transaction: (i) an aggregate of 7,305,143 B Special Warrants to certain members
of Cimarrona Limited Liability Company as consideration for the transfer of a
62.963% membership interest in Cimarrona Limited Liability Company by such
members to a subsidiary of the Company,; (ii) 4,469,028 B Special Warrants to
the members of Esmeralda Limited Liability Company as consideration for the
transfer of a 100% membership interest in Esmeralda by such members to a
subsidiary of the Company, and (iii) 5,002,972 Class A Preferred Shares to
Robert A. Hefner III as consideration for the transfer of all of the issued and
outstanding shares of GHK Company Colombia to a subsidiary of the Company. The B
Special Warrants and the Class A Preferred Shares were each issued at a deemed
purchase price of $9.125 per Special Warrant and per Preferred Share. Each B
Special Warrant and each Class A Preferred Share was convertible in each case
into one Common Share of the Company. To the extent U.S. residents were involved
in this transaction, the Company believes that the issuance of securities was
exempt from registration under the Securities Act by virtue of the provision of
Section 4(2) thereof.
II-2
<PAGE> 4
In October 1996, 500,000 C Special Warrants were issued at a purchase price
of $15.00 per Unit pursuant to a brokered private offering of Units conducted in
Canada pursuant to the British Columbia securities laws. The Units were
convertible into one common share and one half of one Class B share purchase
warrant (the "Class B Warrants"). Each whole Class B Warrant entitles the holder
thereof to acquire one additional Common Share at a price of $18.50 per share at
any time on or before October 15, 1997. Yorkton Securities and Tuscarora
Capital, Inc. jointly served as the agent for the private placement and jointly
received a 6% commission on the gross proceeds thereof. To the extent U.S.
residents were involved in this transaction, the Company believes that the
issuance of securities was exempt from registration under the Securities Act by
virtue of the provisions of Section 4(2) thereof.
In February 1997, 19,277,143 Common Shares were issued upon the automatic
conversion of (i) the Special Warrants issued in March 1996, (ii) the B Special
Warrants and the Class A Preferred Shares issued in July 1996, and (iii) the C
Special Warrants issued in October 1996. As the conversion of such securities
was automatic, to the extent U.S. residents were involved in such transaction,
the Company relied on the exemption from registration under the Securities Act
by virtue of the provisions of Section 3(a)(9) thereof, since the securities
issued were exchanged by the Company with existing security holders exclusively
and no commission or other remuneration was paid or given directly or indirectly
for soliciting such exchange.
In February 1997, 1,000,000 Common Shares were issued in a private
transaction to Hazel Ventures Ltd., a British Virgin Islands company, in
consideration of the transfer of 100% of the capital stock of Petrolinson S.A.
to a subsidiary of the Company in a transaction conducted outside of the United
States.
From February 1996 through December 1997, an aggregate of 1,104,000 Common
Shares were issued to former directors and former and current employees of the
Company upon the exercise of employee stock options at purchase prices of $0.75
to $10.90 per share. To the extent U.S. residents were involved in these
transactions, the Company believes that the issuance of securities was exempt
from registration under the Securities Act by virtue of the provisions of
Section 4(2) thereof.
In March 1997, 1,000,000 Common Shares were issued upon exercise of the
Class A Warrants at an exercise price of $3.50 per share. To the extent U.S.
residents were involved in this transaction, the Company believes that the
issuance of securities was exempt from registration under the Securities Act by
virtue of the provisions of Section 4(2) thereof.
On August 7, 1997, the Company issued $25,000,000 principal amount of
Exchangeable Notes. See "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Convertible Debentures." To the
extent U.S. residents were involved in this transaction, the Company believes
that the issuance of securities was exempt from registration under the
Securities Act by virtue of the provisions of Section 4(2) thereof and Rule 506
of Regulation D.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following instruments and documents are included as Exhibits to this
Registration Statement. Exhibits incorporated by reference are so indicated by
parenthetical information.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DOCUMENT
------- ----------------
<C> <S>
(3) -- Articles of Incorporation and By-laws
*(A) -- The Amalgamation Agreement effective June 29, 1995 by and
between Seven Seas Petroleum Inc., a British Columbia
corporation; and Rusty Lake Resources Ltd.
*(B) -- Certificate of Continuance and Articles of Continuance
into the Yukon Territory
*(C) -- By-Laws
(4) -- Instruments defining the rights of security holders,
including indentures
*(A) -- Excerpts from the Articles of Continuance
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DOCUMENT
------- ----------------
<C> <S>
*(B) -- Excerpts from the By-laws
*(C) -- Specimen stock certificate
*(D) -- Form of Class B Warrant
*(E) -- Class B Warrant Indenture dated as of October 15, 1996 by
and between the Company of Canada and Montreal Trust
Company
(5) -- Opinion re Legality
(A) -- Opinion of Preston, Willis & Lackowicz
+(B) -- Opinion of McMillan Binch
+(C) -- Opinion of Preston, Willis & Lackowicz
(10) -- Material Contracts
*(A) -- Agreement dated August 14, 1995 by and between the
Company and GHK Company Colombia, as amended by letter
agreement dated November 30, 1995
*(B) -- The Association Contract by and between Ecopetrol, GHK
Company Colombia and Petrolinson, S.A. relating to the
Dindal block, as amended
*(C) -- The Association Contract by and between Ecopetrol and GHK
Company Colombia relating to the Rio Seco block
*(D) -- Joint Operating Agreement dated as of August 1, 1994 by
and between GHK Company Colombia and the holders of
interests in the Dindal block
*(E) -- The GHK Company Colombia Share Purchase Agreement dated
as of July 26, 1996 by and between Robert A. Hefner III,
Seven Seas Petroleum Colombia Inc. and the Company
*(F) -- The Cimarrona Purchase Agreement dated as of July 26,
1996 by and between the members of Cimarrona Limited
Liability Company, the Company, Seven Seas Petroleum
Colombia Inc., and Robert A. Hefner III
*(G) -- The Esmeralda Purchase Agreement dated as of July 26,
1996 by and between the members of Esmeralda Limited
Liability Company, Robert A. Hefner III, the Company,
Seven Seas Petroleum Holdings, Inc. and Seven Seas
Petroleum Colombia Inc.
*(H) -- The Registration Rights Agreement dated as of July 26,
1996 by and between the Company and certain individuals
*(I) -- Shareholders' Voting Support Agreement dated as of July
26, 1996 by and between Seven Seas Petroleum Inc. and
Messrs. Hefner, Kerr, Whitehead, Plewes and Stephens
*(J) -- Management Services Agreement by and among GHK Company
Colombia, the Company and The GHK Company LLC
*(K) -- The Escrow Agreement for a Natural Resources Company by
and among Montreal Trust Company as trustee, the Company
and certain individuals and entities
*(L) -- The Escrow Agreement for a Natural Resources Company by
and among Montreal Trust Company, as trustee, the Company
and Albert E. Whitehead
*(M) -- Amended 1996 Stock Option Plan
*(N) -- Form of Incentive Stock Option Agreement
*(O) -- Form of Directors' Stock Option Agreement
*(P) -- Form of Employment Agreement between the Company and each
of Messrs. Stephens, Dorrier and DeCort
*(Q) -- Form of Agreement between the Company and each of Messrs.
Stephens, Dorrier and DeCort relating to a change of
control
*(R) -- Form of Employment Agreement between the Company and
Larry A. Ray
*(S) -- Settlement Agreement between the Company and Mr.
Whitehead dated May 20, 1997
*(T) -- Petrolinson S.A. Share Purchase Agreement dated February
14, 1997, between Hazel Ventures LTD., Seven Seas
Petroleum Colombia Inc. and Seven Seas Petroleum Inc.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DOCUMENT
------- ----------------
<C> <S>
*(U) -- Pledge Agreement dated March 5, 1997 among Hazel Ventures
LTD., Seven Seas Petroleum Inc., Seven Seas Petroleum
Colombia Inc., and Integro Trust (BVI Limited)
*(V) -- Shareholder Voting Support Agreement made as of March 5,
1997 between Seven Seas Petroleum Inc. and Hazel Ventures
LTD.
*(W) -- Purchase Warrant Indenture made as of August 7, 1997
between Seven Seas Petroleum Inc. and Montreal Trust
Company of Canada
*(X) -- Indenture made as of August 7, 1997 between Seven Seas
Petroleum Inc. and Montreal Trust Company of Canada
*(Y) -- Limited Recourse Guarantee, Security and Pledge Agreement
made as of August 7, 1997 between Seven Seas Petroleum
Holdings Inc. and Montreal Trust Company of Canada
*(Z) -- Limited Recourse Guarantee, Security and Pledge Agreement
made as of August 7, 1997 between Seven Seas Petroleum
Colombia Inc. and Montreal Trust Company of Canada
*(AA) -- Private Placement Subscription Agreement made as of
August 7, 1997 between Seven Seas Petroleum Inc. and
Jasopt Pty Limited
*(BB) -- 1997 Stock Option Plan
*(21) -- Subsidiaries of the Registrant
(23) -- Consent of experts and counsel
(A) -- Consent of Ryder Scott Company Petroleum Engineers
(B) -- Consent of Arthur Andersen LLP
(C) -- Consent of Raisbeck, Lana, Rodriguez & Rueda, members of
the law firm of Baker & McKenzie
(D) -- Consent of Servipetrol Ltd.
*(27) -- Financial Data Schedule
99 -- Powers of Attorney (included on the signature page of the
registration statement as initially filed)
</TABLE>
- ---------------
* Incorporated herein by reference to like exhibit in Registration on Form 10
(File No. 022483).
+ Filed herewith.
(b) Consolidated Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) (i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(ii) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(iii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, 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 and 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 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;
II-5
<PAGE> 7
(iv) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(ii) and (1)(iii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a)or section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, the State of
Texas on July 20, 1998.
SEVEN SEAS PETROLEUM INC.
By:
/s/ HERBERT C. WILLIAMSON, III
----------------------------------
Name: Herbert C. Williamson, III
Title: Executive Vice President
and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman, Chief Executive Officer July 20, 1998
ROBERT A. HEFNER III and Managing Director (Principal
- ----------------------------------------------------- Executive Officer)
Robert A. Hefner III
* LARRY A. RAY Director, Executive Vice President July 20, 1998
- ----------------------------------------------------- and Chief Operating Officer
Larry A. Ray
/s/ HERBERT C. WILLIAMSON, III Director, Executive Vice President July 20, 1998
- ----------------------------------------------------- and Chief Financial Officer
Herbert C. Williamson, III (Principal Financial and
Accounting Officer)
* Vice Chairman July 20, 1998
BREENE M. KERR
- -----------------------------------------------------
Breene M. Kerr
* Director July 20, 1998
BRIAN F. EGOLF
- -----------------------------------------------------
Brian F. Egolf
* Director July 20, 1998
SIR MARK THOMSON, BT.
- -----------------------------------------------------
Sir Mark Thomson, Bt.
* Director July 20, 1998
ROBERT B. PANERO
- -----------------------------------------------------
Robert B. Panero
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Director July 20, 1998
GARY F. FULLER
- -----------------------------------------------------
Gary F. Fuller
* Director July 20, 1998
JAMES SCARLETT
- -----------------------------------------------------
James Scarlett
*By: /s/ HERBERT C. WILLIAMSON, III
------------------------------------------------
Herbert C. Williamson, III, Attorney-in-Fact
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DOCUMENT
------- ----------------
<C> <S>
(3) -- Articles of Incorporation and By-laws
*(A) -- The Amalgamation Agreement effective June 29, 1995 by and
between Seven Seas Petroleum Inc., a British Columbia
corporation; and Rusty Lake Resources Ltd.
*(B) -- Certificate of Continuance and Articles of Continuance
into the Yukon Territory
*(C) -- By-Laws
(4) -- Instruments defining the rights of security holders,
including indentures
*(A) -- Excerpts from the Articles of Continuance
*(B) -- Excerpts from the By-laws
*(C) -- Specimen stock certificate
*(D) -- Form of Class B Warrant
*(E) -- Class B Warrant Indenture dated as of October 15, 1996 by
and between the Company of Canada and Montreal Trust
Company
(5) -- Opinion re Legality
(A) -- Opinion of Preston, Willis & Lackowicz
+(B) -- Opinion of McMillan Binch
+(C) -- Opinion of Preston, Willis & Lackowicz
(10) -- Material Contracts
*(A) -- Agreement dated August 14, 1995 by and between the
Company and GHK Company Colombia, as amended by letter
agreement dated November 30, 1995
*(B) -- The Association Contract by and between Ecopetrol, GHK
Company Colombia and Petrolinson, S.A. relating to the
Dindal block, as amended
*(C) -- The Association Contract by and between Ecopetrol and GHK
Company Colombia relating to the Rio Seco block
*(D) -- Joint Operating Agreement dated as of August 1, 1994 by
and between GHK Company Colombia and the holders of
interests in the Dindal block
*(E) -- The GHK Company Colombia Share Purchase Agreement dated
as of July 26, 1996 by and between Robert A. Hefner III,
Seven Seas Petroleum Colombia Inc. and the Company
*(F) -- The Cimarrona Purchase Agreement dated as of July 26,
1996 by and between the members of Cimarrona Limited
Liability Company, the Company, Seven Seas Petroleum
Colombia Inc., and Robert A. Hefner III
*(G) -- The Esmeralda Purchase Agreement dated as of July 26,
1996 by and between the members of Esmeralda Limited
Liability Company, Robert A. Hefner III, the Company,
Seven Seas Petroleum Holdings, Inc. and Seven Seas
Petroleum Colombia Inc.
*(H) -- The Registration Rights Agreement dated as of July 26,
1996 by and between the Company and certain individuals
*(I) -- Shareholders' Voting Support Agreement dated as of July
26, 1996 by and between Seven Seas Petroleum Inc. and
Messrs. Hefner, Kerr, Whitehead, Plewes and Stephens
*(J) -- Management Services Agreement by and among GHK Company
Colombia, the Company and The GHK Company LLC
*(K) -- The Escrow Agreement for a Natural Resources Company by
and among Montreal Trust Company as trustee, the Company
and certain individuals and entities
*(L) -- The Escrow Agreement for a Natural Resources Company by
and among Montreal Trust Company, as trustee, the Company
and Albert E. Whitehead
*(M) -- Amended 1996 Stock Option Plan
*(N) -- Form of Incentive Stock Option Agreement
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DOCUMENT
------- ----------------
<C> <S>
*(O) -- Form of Directors' Stock Option Agreement
*(P) -- Form of Employment Agreement between the Company and each
of Messrs. Stephens, Dorrier and DeCort
*(Q) -- Form of Agreement between the Company and each of Messrs.
Stephens, Dorrier and DeCort relating to a change of
control
*(R) -- Form of Employment Agreement between the Company and
Larry A. Ray
*(S) -- Settlement Agreement between the Company and Mr.
Whitehead dated May 20, 1997
*(T) -- Petrolinson S.A. Share Purchase Agreement dated February
14, 1997, between Hazel Ventures LTD., Seven Seas
Petroleum Colombia Inc. and Seven Seas Petroleum Inc.
*(U) -- Pledge Agreement dated March 5, 1997 among Hazel Ventures
LTD., Seven Seas Petroleum Inc., Seven Seas Petroleum
Colombia Inc., and Integro Trust (BVI Limited)
*(V) -- Shareholder Voting Support Agreement made as of March 5,
1997 between Seven Seas Petroleum Inc. and Hazel Ventures
LTD.
*(W) -- Purchase Warrant Indenture made as of August 7, 1997
between Seven Seas Petroleum Inc. and Montreal Trust
Company of Canada
*(X) -- Indenture made as of August 7, 1997 between Seven Seas
Petroleum Inc. and Montreal Trust Company of Canada
*(Y) -- Limited Recourse Guarantee, Security and Pledge Agreement
made as of August 7, 1997 between Seven Seas Petroleum
Holdings Inc. and Montreal Trust Company of Canada
*(Z) -- Limited Recourse Guarantee, Security and Pledge Agreement
made as of August 7, 1997 between Seven Seas Petroleum
Colombia Inc. and Montreal Trust Company of Canada
*(AA) -- Private Placement Subscription Agreement made as of
August 7, 1997 between Seven Seas Petroleum Inc. and
Jasopt Pty Limited
*(BB) -- 1997 Stock Option Plan
*(21) -- Subsidiaries of the Registrant
(23) -- Consent of experts and counsel
(A) -- Consent of Ryder Scott Company Petroleum Engineers
(B) -- Consent of Arthur Andersen LLP
(C) -- Consent of Raisbeck, Lara, Rodriguez & Rueda, members of
the law firm of Baker & McKenzie
(D) -- Consent of Servipetrol Ltd.
*(27) -- Financial Data Schedule
(99) -- Powers of Attorney (included on the signature page of the
Registration Statement as initially filed)
</TABLE>
- ---------------
* Incorporated herein by reference to like exhibit in Registration on Form 10
(File No. 022483).
+ Filed herewith.
<PAGE> 1
EXHIBIT 5(b)
[MCMILLAN BINCH LETTERHEAD]
July 15, 1998
Seven Seas Petroleum Inc.
1990 Post Oak Road
Suite 960
Houston, Texas
USA 77056
Dear Sirs/Mesdames:
RE: SEVEN SEAS PETROLEUM INC.
We have acted as counsel in the Province of Ontario to Seven Seas
Petroleum Inc. (the "Company") with respect to certain legal matters in
connection with the registration by the Company under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), of 2,173,913
common shares of the Company (the "Common Shares") and warrants (the
"Warrants") to purchase 1,086,957 Common Shares. The Common Shares and
Warrants are exercisable as a unit upon the conversion of up to US$25,000,000
principal amount of the Company's 6% convertible redeemable debentures (the
"Debentures"). The Debentures have been issued under an indenture made as of
August 7, 1997 between the Company and Montreal Trust Company of Canada (the
"Trustee"). The Warrants have been issued under an indenture made as of August
7, 1997 between the Company and the Trustee (the "Warrant Indenture"). The
Warrant Indenture and the Warrants issued thereunder are referred to herein as
the "Documents".
We have participated in the preparation of and have examined an
executed copy of the Warrant Indenture. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such public
and corporate records, certificates, instruments and other documents and have
considered such questions of law as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examinations we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies, whether facsimile, photostatic, certified
or otherwise.
<PAGE> 2
July 15, 1998 Page 2
Insofar as the opinion expressed below relates to the due authorization
and execution of the Warrant Indenture by the Company, a matter governed by the
laws of the Yukon Territory, we have relied, with your approval, solely upon an
opinion of Preston, Willis & Lackowicz ("Local Counsel") as to such laws, copies
of which opinion have been delivered to you and us today. To the extent that
the opinion of Local Counsel upon which we have relied is based upon any
assumption, is given in reliance on any certificate or other document or is made
subject to any limitation, qualification or exception, our opinion given in
reliance thereon is based on the same assumptions, is given in reliance on the
same certificates or other documents and is subject to the same limitations,
qualifications or exceptions. We have not independently considered the matters
covered by the opinion of Local Counsel on which we have relied to the extent
necessary to enable us to express the conclusions stated in such opinion and,
accordingly, we do not express any opinion on the matters contained in such
opinion. We have assumed that all appropriate investigations and inquiries,
whether or not referred to expressly in such opinion, were made and conducted
and that no matters were disclosed as a result of such investigations and
inquiries which might have required a qualification to any such opinion.
Subject to this qualification, we believe that both you and we are entitled to
rely on such opinion.
For the purpose of this opinion, we have assumed that the Warrant
Indenture has been duly authorized, executed and delivered by, and constitutes
a valid and legally binding obligation of, the Trustee, enforceable against the
Trustee in accordance with its terms. We have also assumed that, insofar as
any obligation under the Warrant Indenture is to be performed in any
jurisdiction outside the Province of Ontario, its performance will not be
illegal or unenforceable by virtue of the laws of that other jurisdiction.
The opinion expressed below is subject to the following
qualifications:
(a) the enforcement of each of the Documents is subject to
applicable bankruptcy, insolvency, reorganization, winding-up,
moratorium and other similar laws of general application
affecting creditors' rights;
(b) the enforcement of each of the Documents may be limited by
general principles of equity, including the fact that
equitable remedies, such as specific performance and
injunctive relief, may only be awarded in the discretion of
the court;
(c) notwithstanding any provisions in any of the Documents to the
contrary, any certificate or determination provided for
therein may be subject to challenge in a court on the grounds
of fraud, collusion, mistake on the face of the certificate,
or mistake on the basis that the certificate differs in a
material respect from the certificate contemplated in such
provision;
<PAGE> 3
July 15, 1998 Page 3
(d) no opinion is expressed as to the enforceability of any
provision in the Documents:
(i) which purports to waive all defences which might be
available to, or constitute a discharge of the
liability of, the Company;
(ii) to the extent it purports to exculpate the Trustee,
its agents or any receiver, manager or
receiver-manager appointed by it from liability in
respect of acts or omissions which may be illegal,
fraudulent or involve wilful misconduct; and
(iii) which states that amendments or waivers of or with
respect to the Documents that are not in writing will
not be effective;
(e) the enforceability of the indemnities contained in the
Documents may be limited by applicable law to the extent they
directly or indirectly relate to liabilities imposed on the
Trustee by law for which it would be contrary to public policy
to require the Company to indemnify the Trustee;
(f) a court may require the discretionary powers expressed to be
conferred on any party to be exercised reasonably and in good
faith notwithstanding any provision to the contrary and may
decline to accept as conclusive factual or legal
determinations described as conclusive therein;
(g) the ability to recover or claim for costs is subject to
judicial discretion;
(h) the Currency Act (Canada), in effect, precludes a court in
Canada from giving judgment in any currency other than lawful
money of Canada;
(i) any provision in any of the Documents which purports to sever
from such document any provision therein which is prohibited
or unenforceable under applicable law without affecting the
validity of the remainder of such document would be enforced
only to the extent that the court determined that such
prohibited or unenforceable provision could be severed without
impairing the interpretation and application of the remainder
of such document; and
(j) claims may become barred under the Limitations Act (Ontario)
or otherwise if they are not pursued within applicable
limitation periods, or become subject to defences of set-off
or counterclaim.
<PAGE> 4
July 15, 1998 Page 4
Except as expressly provided for herein, this opinion is limited to
the laws of the Province of Ontario and the federal laws of Canada applicable
therein in each case as in effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that
each of the Warrant Indenture and the Warrants is a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, and the Warrants are entitled to the benefit of the Warrant Indenture.
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 U.S. Securities Act and the
rules and regulations thereunder.
Yours truly,
/s/ McMillan Binch
<PAGE> 1
EXHIBIT 5C
[PRESTON, WILLIS & LACKOWICZ LETTERHEAD]
REPLY ATTENTION OF Paul W. Lackowicz OUR FILE NO. 26204
July 20, 1998
Seven Seas Petroleum Inc.
1990 Post Oak Road
Suite 960
Houston, Texas
United States
77056
Dear Sirs/Mesdames:
Re: Seven Seas Petroleum Inc.
We have acted as local counsel in the Yukon Territory to Seven Seas
Petroleum Inc. (the "Corporation") with respect to certain legal matters in
connection with the registration by the Corporation under the United States
Securities Act of 1933, as amended (the "US Securities Act"), of 2,173,913
common shares of the Corporation (the "Common Shares") and warrants (the
"Warrants") to purchase 1,086,957 Common Shares. The Common Shares and Warrants
are exercisable as a unit upon the conversion of up to US$25,000,000 principal
amount of the Corporation's 6% convertible redeemable debentures (the
"Debentures"). The Debentures have been issued under an indenture made as of
August 7, 1997 between the Corporation and Montreal Trust Company of Canada (the
"Trustee"). The Warrants have been issued under an indenture made as of August
7, 1997 between the Corporation and the Trustee (the "Warrant Indenture"). The
Warrant Indenture and the Warrants issued thereunder are referred to herein as
the "Documents".
We have examined a faxed copy of the executed copy of the Warrant
Indenture. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such public and corporate records,
certificates, instruments and other documents and have considered such questions
of law as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examinations we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies, whether facsimile, photostatic, certified or otherwise.
<PAGE> 2
Page 2
File No. 26204
1990 Post Oak Road
In expressing the opinions set forth below, we are relying on the
accuracy of a Certificate of James Scarlett, Director of the Corporation, dated
July 15, 1998, certifying the minutes of a meeting of the Board of Directors of
the Corporation, held August 7, 1997 and the Articles and By-laws of the
Corporation.
Based on and subject to the foregoing, we are of the opinion that:
1. The Warrant Indenture has been duly authorized by the Corporation.
2. The execution and delivery by the Corporation of and the performance by
it of its obligations under the Warrant Indenture does not and will not
result in a breach of, and does not create a state of facts which,
after notice or lapse of time or both, will result in a breach of, and
does not and will not conflict with any of the terms, conditions or
provisions of its Articles of Continuance or its By-laws.
We hereby consent to the filing of this opinion as an exhibit to the
Corporation's 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.
Yours, very truly,
PRESTON, WILLIS & LACKOWICZ
/s/ PAUL W. LACKOWICZ
Paul W. Lackowicz
PWL/pjd
