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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TOREADOR RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0991164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4809 COLE AVENUE
SUITE 108
DALLAS, TEXAS 75205
(214) 559-3933
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
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G. THOMAS GRAVES III
4809 COLE AVENUE
SUITE 108
DALLAS, TEXAS 75205
(214) 559-3933
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
JANICE V. SHARRY, ESQ.
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202-3789
TELEPHONE: (214) 651-5000
FAX: (214) 651-5940
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, 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 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
<TABLE>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
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Common Stock, par value $0.15625 per
share ............................. 2,125,000 shares $6.0625 $12,882,813 $3,220.70
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(1) Pursuant to Rule 416 of the Securities Act, this registration statement
also covers such indeterminate additional shares of our common stock as may
become issuable to prevent dilution resulting from stock splits, stock
dividends or similar events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act based on the average of the high
and low prices reported on the NASDAQ National Market on December 18, 2000.
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, AS AMENDED, 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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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion Dated December 22, 2000
TOREADOR RESOURCES CORPORATION
PROSPECTUS
2,125,000 SHARES OF COMMON STOCK
This prospectus relates to currently issued shares of common stock of
Toreador Resources Corporation and shares of common stock that may be issued
pursuant to our Series A Convertible Preferred Stock, which shares of common
stock are to be sold from time to time by the selling stockholders named in this
prospectus. We will not receive any of the proceeds from the sale of the shares
of common stock.
The selling stockholders may offer their shares from time to time in open
market transactions on the NASDAQ National Market or in private transactions, at
prevailing market prices or at privately negotiated prices. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers. These broker-dealers, if used, may receive discounts,
concessions or commissions from the selling stockholders or from the purchaser
of the shares. The selling stockholders will receive the purchase price of the
shares of common stock sold less any such discounts, concessions or commissions.
The selling stockholders will be responsible for any such discounts, concessions
or commissions.
Our common stock is traded on the NASDAQ National Market under the symbol
"TRGL." On December 18, 2000, the last reported sale price for our common stock,
as reported by NASDAQ, was $6.0625 per share. Our principal offices are located
at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205, and our telephone number is
214.559.3933.
YOU SHOULD READ THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 3 FOR
A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON
STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is December 22, 2000
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TABLE OF CONTENTS
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Page
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SUMMARY OF TOREADOR...............................................................................................3
RISK FACTORS......................................................................................................3
A WARNING ABOUT FORWARD-LOOKING STATEMENTS........................................................................8
USE OF PROCEEDS...................................................................................................8
SELLING STOCKHOLDERS..............................................................................................9
PLAN OF DISTRIBUTION.............................................................................................14
DESCRIPTION OF CAPITAL STOCK.....................................................................................15
WHERE YOU CAN FIND MORE INFORMATION..............................................................................17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..............................18
LEGAL MATTERS....................................................................................................18
EXPERTS..........................................................................................................19
CERTAIN DEFINITIONS..............................................................................................19
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SUMMARY OF TOREADOR
As used in this prospectus, "we" or "Toreador" refers to Toreador Resources
Corporation, a Delaware corporation, and its subsidiaries unless the context
indicates otherwise. On June 5, 2000, we changed our name from "Toreador Royalty
Corporation" to "Toreador Resources Corporation." A Certificate of Ownership and
Merger was filed with the Secretary of State of the State of Delaware to effect
the name change. The sole purpose and effect of the merger was to change our
name to Toreador Resources Corporation. We continue to be listed on the NASDAQ
National Market under the symbol "TRGL." Certain oil and gas industry terms used
in this prospectus such as "gross acres" are defined in the section entitled
"Certain Definitions" beginning on page 19 of this prospectus.
Toreador Resources Corporation, a Delaware corporation, is an independent
energy company engaged in oil and gas exploration, development, production and
acquisition activities. We principally conduct our business through our
ownership of perpetual mineral and royalty interests in approximately 2,643,000
gross (1,368,000 net) acres. These properties include 766,000 gross (460,000
net) acres located in the Texas Panhandle and West Texas. Collectively we refer
to these properties as the "Texas Holdings." In Alabama, Mississippi and
Louisiana, we own 1,775,000 gross (876,000 net) acres that we collectively
describe as the "Southeastern States Holdings." We also own various royalty
interests in Arkansas, California, Kansas and Michigan covering 102,000 gross
(31,000 net) acres. These properties are collectively referred to as the "Four
States Holdings." In addition to the aforementioned holdings, we own various
working interest properties in Texas, Kansas, Louisiana, New Mexico and
Oklahoma. We do not have any property interests anywhere other than the United
States.
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below.
Industry Risks
VOLATILITY IN THE OIL AND GAS MARKETS COULD ADVERSELY AFFECT OUR OPERATIONS AND
FINANCIAL SUCCESS.
Our future financial condition and results of operations depend upon the
prices we receive for our oil and natural gas and the costs of acquiring,
developing and producing oil and natural gas. Currently, oil and natural gas
prices are favorable. Historically, oil and natural gas prices have been
volatile and are subject to fluctuations in response to changes in supply,
market uncertainty and a variety of additional factors that are also beyond our
control. These factors include:
o the level of domestic production;
o the availability of imported oil and natural gas;
o actions taken by foreign oil and natural gas producing nations;
o the availability of transportation systems with adequate capacity;
o the availability of competitive fuels;
o fluctuating and seasonal demand for natural gas;
o conservation and the extent of governmental regulation of production;
o the effect of weather;
o foreign and domestic government relations;
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o the price of domestic and imported oil and natural gas; and
o the overall economic environment.
A substantial or extended decline in oil and/or natural gas prices could have a
material adverse effect on the estimated value of our natural gas and oil
reserves, and on our financial position, results of operations and access to
capital. Our ability to maintain or increase our borrowing capacity, to repay
current or future indebtedness and to obtain additional capital on attractive
terms is substantially dependent upon oil and natural gas prices.
OUR FINANCIAL SUCCESS DEPENDS ON OUR ABILITY TO ACQUIRE ADDITIONAL RESERVES IN
THE FUTURE.
Our future success as an oil and natural gas producer, as is generally the
case in the industry, depends upon our ability to find, develop and acquire
additional oil and natural gas reserves that are profitable. If we are unable to
conduct successful development activities or acquire properties containing
proved reserves, our proved reserves will generally decline as reserves are
produced. We cannot assure you that we will be able to locate additional
reserves or that we will drill economically productive wells or acquire
properties containing proved reserves.
WE FACE NUMEROUS DRILLING RISKS IN FINDING COMMERCIALLY PRODUCTIVE OIL AND
NATURAL GAS RESERVOIRS.
Our drilling involves numerous risks, including the risk that no
commercially productive oil or natural gas reservoirs will be encountered. We
may incur significant expenditures for the identification and acquisition of
properties and for the drilling and completion of wells. The cost of drilling,
completing and operating wells is often uncertain, and drilling operations may
be curtailed, delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations,
equipment failures or accidents, weather conditions and shortages or delays in
the delivery of equipment. In addition, any use by us of 3-D seismic and other
advanced technology to explore for oil and natural gas requires greater
pre-drilling expenditures than traditional drilling strategies. We cannot assure
the success of our future drilling activities.
THE ESTIMATES OF OUR OIL AND NATURAL GAS RESERVES ARE INHERENTLY IMPRECISE AND
UNCERTAIN.
Numerous uncertainties are inherent in estimating quantities of proved oil
and natural gas reserves, including many factors beyond our control. This report
contains an estimate of our proved oil and natural gas reserves and the
estimated future net cash flows and revenue generated by the proved oil and
natural gas reserves based upon reports of our independent petroleum engineers.
Such reports rely upon various assumptions, including assumptions required by
the Securities and Exchange Commission, as to constant oil and natural gas
prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds, and such reports should not be construed as the current
market value of the estimated proved reserves. The process of estimating oil and
natural gas reserves is complex, requiring significant decisions and assumptions
in the evaluation of available geological, engineering and economic data for
each property. As a result, such estimates are inherently an imprecise
evaluation of reserve quantities and future net revenue. Our actual future
production, revenue, taxes, development expenditures, operating expenses and
quantities of recoverable oil and natural gas reserves may vary substantially
from those we have assumed in the estimate. Any significant variance in our
assumptions could materially affect the estimated quantity and value of reserves
set forth in this report. In addition, our reserves may be subject to downward
or upward revision, based upon production history, results of future exploration
and development, prevailing oil and natural gas prices and other factors.
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OUR OPERATIONS ARE SUBJECT TO RISKS INHERENT IN THE OIL AND NATURAL GAS
INDUSTRY, AND CERTAIN OF THESE RISKS WE ARE NOT INSURED AGAINST.
Our operations are subject to the risks inherent in the oil and natural gas
industry, including the risks of:
o fire, explosions, and blowouts;
o pipe failure;
o abnormally pressured formations; and
o environmental accidents such as oil spills, gas leaks, ruptures or
discharges of toxic gases, brine or well fluids into the environment
(including groundwater contamination).
The occurrence of any of these events could result in substantial losses to
Toreador due to:
o injury or loss of life;
o severe damage to or destruction of property, natural resources and
equipment;
o pollution or other environmental damage;
o clean-up responsibilities;
o regulatory investigation; and
o penalties and suspension of operations.
In accordance with customary industry practice, we maintain insurance against
some, but not all, of the risks described above. We cannot assure you that any
insurance maintained by us will be adequate to cover any such losses or
liabilities. Further, we cannot predict the continued availability of insurance,
or availability of insurance at commercially acceptable premium levels. We do
not carry business interruption insurance. Losses and liabilities arising from
uninsured or under-insured events could have a material adverse effect on our
financial condition and operations.
From time to time, due primarily to contract terms, pipeline interruptions
or weather conditions, the producing wells in which we own an interest have been
subject to production curtailments. The curtailments range from production being
partially restricted to wells being completely shut-in. The duration of
curtailments may vary from a few days to several months. In most cases we are
provided only limited notice as to when production will be curtailed and the
duration of such curtailments. We are not currently experiencing any material
curtailment on our production.
Company Risks
A LARGE PERCENTAGE OF OUR COMMON STOCK IS OWNED BY CERTAIN STOCKHOLDERS.
As of September 30, 2000, the current officers and directors of Toreador as
a group held a beneficial interest in approximately 37.61% of our common stock
(including shares issuable upon exercise of stock options for common stock or
conversion of our Series A Convertible Preferred Stock held by affiliates of
certain of our directors). In addition, certain officers and directors holding
or controlling an aggregate of 37.61% of the Common Stock have entered into a
Stockholder Voting Agreement whereby such persons have agreed to vote their
shares together or refrain from voting their shares under certain circumstances,
including the election of directors, merger transactions in respect of Toreador
and other possible change of control events. Consequently, these stockholders
are in a position to effectively control the affairs of Toreador,
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including the election of all of Toreador's directors and the approval or
prevention of certain corporate transactions which require stockholder approval.
THE AMOUNT OF OUR INDEBTEDNESS MAY ADVERSELY AFFECT OUR FUTURE PERFORMANCE, AND
WE MAY NOT BE ABLE TO REPAY OUR INDEBTEDNESS.
At September 30, 2000, Toreador's debt to equity ratio was 60%. We may
incur additional indebtedness in the future as we execute our acquisition and
exploration strategy.
Our ability to meet our debt service obligations will be dependent upon our
future performance, which will be subject to oil and natural gas prices, our
level of production, general economic conditions and to financial, business and
other factors affecting our operations, many of which are beyond our control.
There can be no assurance that our future performance will not be adversely
affected by some or all of these factors.
Our level of indebtedness will have several important effects on our future
operations, including:
o a substantial portion of our cash flow from operations must be
dedicated to the payment of principal and interest on our indebtedness
and will not be available for other purposes;
o covenants contained in our debt obligations will require us to meet
certain financial tests, and in addition other restrictions will limit
our ability to borrow additional funds or to dispose of assets and may
affect our flexibility in planning for, and reacting to, changes in
our business, including possible acquisition activities; and
o our ability to obtain additional financing in the future may be
impaired.
A default under our credit facility would permit the lender to accelerate
repayments of the loan and to foreclose on the collateral securing the loan,
including certain of our oil and natural gas properties.
WHEN CONSIDERING A POTENTIAL ACQUISITION, OUR ABILITY TO IDENTIFY ACQUISITION
RISKS IS LIMITED.
Generally, it is not feasible for us to review in detail every individual
risk involved in an acquisition. Our business strategy includes future
acquisitions of producing oil and natural gas properties, directly, by purchase
of such properties or, indirectly, by acquisition of another entity owning such
properties. Any future acquisitions generally entail an assessment of
recoverable reserves, future oil and natural gas prices, operating costs,
potential environmental and other liabilities and other similar factors.
Ordinarily, review efforts are focused on the higher-valued properties. However,
even a detailed review of certain properties and records may not reveal existing
or potential problems, nor will it permit us to become sufficiently familiar
with the properties to assess fully their deficiencies and capabilities.
Inspections are not always performed on every well, and potential problems, such
as mechanical integrity of equipment and environmental conditions that may
require significant remedial expenditures, are not necessarily observable even
when an inspection is undertaken. Even if we identify problems, the seller may
be unwilling or unable to provide effective contractual protection against all
or part of such problems.
The Southeastern States Acquisition, the Four States Property Acquisition,
the acquisition of 50% of the working interests in Lario Oil and Gas Company's
working interest in certain oil and gas leases and properties located in Finney
County, Kansas and the acquisition of Texona Petroleum Corporation represent
major steps in our growth strategy. However, our increased size and scope of
operations will present us with significant challenges due to the increased time
and resources required in our management effort. Accordingly, there can be no
assurance that our future operations under present conditions can be effectively
managed to realize the goals set forth on future property acquisitions.
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OUR ABILITY TO GROW WILL DEPEND ON OUR ABILITY TO OBTAIN ADDITIONAL CAPITAL ON
SATISFACTORY TERMS AND CONDITIONS WHICH ABILITY CANNOT BE GUARANTEED.
The growth of our business will require substantial capital on a
continuing basis. We may be unable to obtain additional capital on satisfactory
terms and conditions. Thus, we may lose opportunities to acquire oil and natural
gas properties and businesses. In addition, our pursuit of additional capital
could result in incurring additional indebtedness or our issuing potentially
dilutive additional equity securities. We also may utilize the capital currently
expected to be available for our present operations. The amount and timing of
our future capital requirements, if any, will depend upon a number of factors,
including:
o drilling costs;
o transportation costs;
o equipment costs;
o marketing expenses;
o staffing levels and competitive conditions; and
o any purchases or dispositions of assets.
Our failure to obtain any required additional financing could materially and
adversely affect our growth, cash flow and earnings.
OUR SUCCESS REGARDING CERTAIN PROPERTIES DEPENDS ON THE ACTIONS OF CERTAIN
OWNERS OF EXECUTIVE RIGHTS AND THE DECISION-MAKERS FOR DRILLING AND OPERATIONS.
On the Southeastern States Holdings, we own interests in minerals that
include executive rights (the rights to sign leases) as well as rights to
receive portions of lease bonuses, delay rentals and royalties.
On the Texas Holdings, we own interests in minerals that include rights to
receive portions of lease bonuses, delay rentals and royalties, except, unlike
our Southeastern States Holdings, we generally do not own the executive rights
which are typically held by surface owners. Therefore, we must rely on the
owners of the executive rights to execute leases of the acreage. In situations
in which we have acquired working interests in acreage where we have mineral
rights, we have acquired those interests through the signing of leases by
holders of the executive rights. While the majority of the owners holding those
executive rights have worked closely with us in the past, each acts
independently of us in their decisions to execute leases. In addition, since our
interests are in the form of mineral interests, royalty interests or
non-operator working interests, we do not have control over drilling or
operating decisions on the properties in which we have an interest.
THE MARKETING OF OUR OIL AND NATURAL GAS PRODUCTION PRINCIPALLY DEPENDS UPON
THOSE FACILITIES OPERATED BY OTHERS, AND THERE CAN BE NO GUARANTEE THAT THESE
OPERATIONS MAY NOT CHANGE AND HAVE A MATERIAL ADVERSE EFFECT ON THE MARKETING OF
OUR OIL AND NATURAL GAS PRODUCTION.
The marketing of our oil and natural gas production principally depends
upon those facilities operated by others. The operations of those facilities may
change and have a material adverse effect on the marketing of our oil and
natural gas production.
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WE ARE SUBSTANTIALLY DEPENDENT UPON THREE EMPLOYEES.
We are substantially dependent upon G. Thomas Graves III, President, Chief
Executive Officer and Director, Edward C. Marhanka, Vice President - Operations
and Douglas W. Weir, Vice President - Finance and Treasurer. Because we are
engaged in a new business strategy, the loss of any one of these individuals for
any reason may have a material adverse impact upon us.
Investment Risks
OUR STOCK PRICE HAS BEEN LOW HISTORICALLY, AND THE SALE OF A SUBSTANTIAL NUMBER
OF OUR SHARES OF COMMON STOCK COULD ADVERSELY AFFECT THE MARKET PRICE OF THE
COMMON STOCK IN THE FORESEEABLE FUTURE.
Because the volume of trading in shares of our common stock has been low
historically, the sale of a substantial number of shares of the common stock in
a short period of time could adversely affect the market price of the common
stock.
WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK AND DO NOT ANTICIPATE
PAYING CASH DIVIDENDS ON OUR COMMON STOCK.
We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends on our common stock in the foreseeable future. Our common
stock is not a suitable investment for persons requiring current income.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
Before you invest in our common stock, you should be aware that there
are various risks associated with an investment, including the risks described
below in the section entitled "Risk Factors," and risks that we highlighted in
other sections of the prospectus. You should consider carefully these risk
factors together with all of the other information included in this prospectus
before you decide to purchase shares of our common stock.
Some of the information in this report may contain forward-looking
statements. We use words such as "may," "will," "expect," "anticipate,"
"estimate," "believe," "continue," or other similar words to identify
forward-looking statements. You should read statements that contain these words
carefully because they: (1) discuss future expectations; (2) contain projections
of results of operations or of our financial conditions; or (3) state other
"forward-looking" information. We believe that it is important to communicate
our future expectations to our investors. However, there may be events in the
future that we are unable to accurately predict or over which we have no
control. When considering our forward-looking statements, you should keep in
mind the risk factors and other cautionary statements in this report. The risk
factors noted in this section and other factors noted throughout this report,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from those contained in any forward-looking
statement.
Please read the section entitled "Risk Factors" beginning on page 3 for
a discussion of certain risks of our business and an investment in our common
stock.
USE OF PROCEEDS
We will not receive any proceeds from any sale of shares of common
stock by a selling stockholder.
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SELLING STOCKHOLDERS
General. This prospectus covers offers and sales from time to time by
each selling stockholder of the common stock owned by such person. The selling
stockholders under this prospectus are as follows:
o The 17 stockholders of EnergyNet.com, Inc. listed below are
the stockholders from whom in a private placement we acquired
some or all of their stock in EnergyNet.com, Inc. in exchange
for a total of 100,000 shares of our common stock:
o William W. Britain
o Jim J. Brewer
o Doug Ferguson
o Cynthia Ferguson
o Dale Alexander Smith
o Allen Currie Smith, Jr.
o Jim Ferguson
o Peter G. Fagan, M.D.
o Dudley R. Stanley
o A.C. Smith
o Ellen S. Bivins
o John G. O'Brien
o Fay Moore
o Teel Bivins
o Mark Bivins
o Tom Bivins
o Dusty Sanderson
o The 32 stockholders of Texona Petroleum Corporation listed
below are the stockholders from whom we acquired in a private
placement merger, through a wholly-owned subsidiary, all of
the outstanding stock of Texona Petroleum Corporation in
exchange for initially 1,025,000 shares of our common stock:
o Cheryl S. Bennett ACF Eric A. Bennett
o Cheryl S. Bennett ACF Lauren M. Bennett
o C. R. Brown
o John E. Burton
o George R. Cannon
o Sue M. Cannon
o Lynda A. Carpenter
o Larry E. and Jacquelyn Clark as Trustees of the
Larry and Jacquelyn Clark Family Trust
o Sandra L. Garnett ACF Aaron T. Garnett
o Sandra L. Garnett ACF Benjamin T. Garnett
o Sandra L. Garnett ACF Colin M. Garnett
o Henry W. Goodwin
o Bob B. and Vera B. Hallmark
o Robert M. Hallmark
o J. B. Ladd Trust - A Revocable Grantor Trust
o C. G. Mammel
o Susan B. Mammel
o Mary McMahon
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o Grace F. McMahon
o Grace F. McMahon Grantor Retained Income Trust
o Paul E. Mendell
o Wayne W. & Ramona R. Montgomery
o Harvey H. Mueller, II
o Dale L. Pilant
o Earl E. Rossman, Jr.
o Lee E. Schlessman
o Gary L. Schlessman ACF Jennifer C. Schlessman
o Gary L. Schlessman ACF Margaret M. Schlessman
o Jeannette R. Stevenson
o Wayne E. Swearingen Trust
o Kenneth R. Whiting
o Kay W. Whiting
o The 18 entities and individuals listed below are the holders
of the 160,000 shares outstanding of our Series A Convertible
Preferred Stock, which 160,000 shares are convertible as of
the date of this prospectus into 1,000,000 shares of our
common stock:
o Mr. and Mrs. Frederic Auberty
o Ms. Julie Sanderson
o Dan Kirkland Wells Foundation
o Mr. Stephen A. Wells
o Mr. James Herbert Bond
o William Moss Revocable Living Trust
o L. B. Fisher & Co., Money Purchase Pension Plan
o Esel and Company
o Gladys C. Fogel, TTEE
o Mr. Thomas P. Kellogg, Jr.
o Mr. Peter L. Falb
o Mr. John Mark McLaughlin
o Mr. William I. Lee
o Myron H. Bond Family Limited Partnership
o Ms. Elaine M. Travis
o Mr. Mark A. Rainer
o Mr. John H. Rauscher, Jr. IRA
o Mr. John S. Waggoner
In July 2000, we issued 100,000 shares of our common stock to the 17
stockholders of EnergyNet.com, Inc. listed above in exchange for 15,000,000 of
their shares in EnergyNet.com, Inc.
In September 2000, through a forward triangular merger with a
wholly-owned subsidiary, we issued 1,025,000 shares of our common stock to the
32 stockholders of Texona Petroleum Corporation listed above in exchange for all
of their shares in Texona Petroleum Corporation. We have until June 1, 2001, to
obtain approval from our stockholders to issue between 90,000 and 180,000
additional shares of our common stock to the 32 stockholders of Texona Petroleum
Corporation listed above. The actual additional number of shares to be issued
will be determined in accordance with the formula set forth in the Agreement and
Plan of Merger by and among Toreador, Toreador Acquisition Corporation, a
wholly-owned subsidiary of Toreador, and Texona Petroleum Corporation.
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In December 1998, in a private placement we issued 160,000 shares of
our Series A Convertible Preferred Stock. Each share of our Series A Convertible
Preferred Stock currently is convertible into 6.25 shares of our common stock,
subject to adjustment for stock splits, stock dividends on our common stock, a
reclassification of our common stock, the distribution to holders of our common
stock as a class of rights or warrants entitling them to subscribe for or
purchase common stock at less than the then current market price thereof (based
upon the subscription or exercise price of such rights or warrants at the time
of the issuance thereof) or other similar event.
Pursuant to Rule 416 of the Securities Act, the selling stockholders
may also offer and sell shares of common stock issued as a result, among other
events, stock splits, stock dividends and similar events. We have prepared and
filed a registration statement of which this prospectus is a part pursuant to
registration rights granted in connection with (i) the Registration Rights
Agreement executed pursuant to the acquisition of shares of EnergyNet.com, Inc.,
(ii) the Registration Rights Agreement executed pursuant to the merger, through
a wholly-owned subsidiary, with Texona Petroleum Corporation and (iii) the
Registration Rights Agreement executed pursuant to the issuance of the Series A
Convertible Preferred Stock.
Relationships with Selling Stockholders. The selling stockholders
specifically indicated in the Selling Stockholders Table below are executive
officers and/or directors of Toreador.
Selling Stockholders Table. The following table sets forth information
known to us with respect to the beneficial ownership of each selling stockholder
before and after completion of the sale of the shares of our common stock to be
sold by such selling stockholder under this prospectus. Certain of the
information included in the table as to these entities and individuals has been
furnished to us by the entity or person related to the information for inclusion
in this prospectus. The information is based upon the assumption that the
selling stockholder does not sell any shares of our common stock shown in the
table as beneficially owned other than the shares of common stock to be sold
under this prospectus. Beneficial ownership has been determined based upon
information provided to us, in accordance with the rules of the SEC. The number
of shares of our common stock shown as beneficially owned includes shares
underlying options currently exercisable or exercisable within 60 days of
December 21, 2000 and shares underlying the Series A Convertible Preferred Stock
currently convertible or convertible within 60 days of December 21, 2000. These
shares are deemed outstanding for purposes of computing the number of shares
beneficially owned and percentage beneficial ownership. Except for the selling
stockholders specifically identified in the following table, no selling
stockholders will beneficially own one percent or more of the common stock
beneficially owned after completion of this offering.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES NUMBER OF SHARES SHARES OWNED
OWNED BEFORE BEING REGISTERED AFTER THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING FOR RESALE OFFERING
<S> <C> <C> <C>
William W. Britain 24,250 23,750 500
Jim J. Brewer 25,705 23,750 2,000
Doug Ferguson 875 875 0
Cynthia Ferguson 875 875 0
Dale Alexander Smith 2,625 2,625 0
Allen Currie Smith, Jr. 7,875 7,875 0
Jim Ferguson 3,500 3,500 0
Peter G. Fagan, M.D. 7,000 7,000 0
Dudley R. Stanley 7,000 7,000 0
A.C. Smith 3,500 3,500 0
Ellen S. Bivins 1,750 1,750 0
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES NUMBER OF SHARES SHARES OWNED
OWNED BEFORE BEING REGISTERED AFTER THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING FOR RESALE OFFERING
<S> <C> <C> <C>
John G. O'Brien 7,000 7,000 0
Fay Moore 3,500 3,500 0
Teel Bivins 1,167 1,167 0
Mark Bivins 1,166 1,166 0
Tom Bivins 1,167 1,167 0
Dusty Sanderson 3,500 3,500 0
Cheryl S. Bennett 26,780(1) 26,780(1) 0
C. R. Brown 45,318 45,318 0
John E. Burton 8,828 8,828 0
George R. Cannon 45,320(2) 45,320(2) 0
Lynda A. Carpenter 8,828 8,828 0
Larry E. and Jacquelyn Clark
as Trustees of the Larry and 29,427 29,427 0
Jacquelyn Clark Family Trust
Sandra L. Garnett 39,285(3) 39,285(3) 0
Henry W. Goodwin 58,855 58,855 0
Bob B. and Vera B. Hallmark 18,714 14,714 4,000
Robert M. Hallmark 5,885 5,885 0
J. B. Ladd Trust - A Revocable
Grantor Trust 164,076 164,076 0
C. G. Mammel 45,318(4) 45,318(4) 0
Mary McMahon 8,828 8,828 0
Grace F. McMahon 45,318 45,318 0
Grace F. McMahon Grantor
Retained Income Trust 23,542 23,542 0
Paul E. Mendell 22,659 22,659 0
Wayne W. & Ramona R. Montgomery 2,943 2,943 0
Harvey H. Mueller, II 29,427 29,427 0
Dale L. Pilant 58,855 58,855 0
Earl E. Rossman, Jr. 209,851(5) 161,851 48,000
Lee E. Schlessman 232 232 0
Gary L. Schlessman 26,337(6) 26,337(6) 0
Jeannette R. Stevenson 15,346(7) 3,826 11,520
Wayne E. Swearingen Trust 22,660 22,660 0
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES NUMBER OF SHARES SHARES OWNED
OWNED BEFORE BEING REGISTERED AFTER THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING FOR RESALE OFFERING
<S> <C> <C> <C>
Kenneth R. Whiting 173,888(8) 125,888(8) 48,000
Mr. and Mrs. Frederick Auberty 25,000 25,000 0
Ms. Julie Sanderson 12,500 12,500 0
Dan Kirkland Wells Foundation 62,500 62,500 0
Mr. Stephen A. Wells 62,500 62,500 0
Mr. James Herbert Bond 50,000 50,000 0
William Moss Revocable Living Trust 25,000 25,000 0
L. B. Fisher & Co., Money Purchase
Pension Plan 31,250 31,250 0
Esel and Company 31,250 31,250 0
Gladys C. Fogel, TTEE 12,500 12,500 0
Mr. Thomas P. Kellogg, Jr.(9),(10) 49,333 25,000 24,333
Mr. Peter L. Falb (11),(12),(13) 980,982 25,000 955,982
Mr. John Mark McLaughlin (14),(15,(16) 326,368 62,500 263,868
Mr. William I. Lee (17),(18),(19) 1,353,332 262,500 1,090,832
Myron H. Bond Family Limited Partnership 250,000 250,000 0
Ms. Elaine M. Travis 12,500 12,500 0
Mr. Mark A. Rainer 12,500 12,500 0
Mr. John H. Rauscher, Jr. IRA 12,500 12,500 0
Mr. John S. Waggoner 25,000 25,000 0
--------- --------- ---------
Total 4,574,035 2,125,000 2,449,035
========= ========= =========
</TABLE>
(1) Includes 13,390 shares of common stock owned of record by Ms. Bennett as
custodian for Mr. Eric A. Bennett and 13,390 shares of common stock
owned of record by Ms. Bennett as custodian for Ms. Lauren M. Bennett.
(2) Includes 22,660 shares of common stock owned of record by Mrs. Sue M.
Cannon, spouse of Mr. Cannon.
(3) Includes 12,948 shares of common stock owned of record by Ms. Garnett
as custodian for Mr. Aaron T. Garnett, 13,389 shares of common stock
owned of record by Ms. Garnett as custodian for Mr. Benjamin T. Garnett,
and 12,948 shares of common stock owned of record by Ms. Garnett as
custodian for Mr. Colin M. Garnett.
(4) Includes 22,659 shares of common stock owned of record by Mrs. Susan B.
Mammel, spouse of Mr. Mammel.
(5) Includes 48,000 shares of common stock with respect to which Mr. Rossman
has the right to acquire beneficial ownership upon the exercise of
currently exercisable options (the percentage is calculated on the basis
that such shares are deemed outstanding).
(6) Includes 12,948 shares of common stock owned of record by Mr. Schlessman
as custodian for Ms. Jennifer C. Schlessman and 13,389 shares of common
stock owned of record by Mr. Schlessman as custodian for Ms. Margaret M.
Schlessman.
(7) Includes 11,520 shares of common stock with respect to which Ms.
Stevenson has the right to acquire beneficial ownership upon the
exercise of currently exercisable options (the percentage is calculated
on the basis that such shares are deemed outstanding).
(8) Includes 48,000 shares of common stock with respect to which Mr. Whiting
has the right to acquire beneficial ownership upon the exercise of
currently exercisable options (the percentage is calculated on the basis
that such shares are deemed outstanding) and also includes 2,587 shares
of common stock owned of record by Mrs. Kay W. Whiting, spouse of Mr.
Whiting.
(9) Director of Toreador since February 1993.
(10) Includes 23,333 shares of common stock with respect to which such person
has the right to acquire beneficial ownership upon the exercise of
currently exercisable options (the percentage is calculated on the basis
that such shares are deemed outstanding).
(11) Director of Toreador since July 1998.
(12) 14.14% of the common stock beneficially owned on September 30, 2000.
(13) Messrs. Edward Nathan Dane and Falb share voting and dispositive power
with respect to 742,600 shares of common stock with Firethorn I Limited
Partnership, a Massachusetts limited partnership, and Dane, Falb, Stone
& Co., Inc., a Massachusetts corporation. Mr. Falb has sole voting and
dispositive power with respect to 136,800 shares. The information
regarding Messrs. Dane's and Falb's beneficial ownership of the
Company's common stock is disclosed on a Schedule 13D filed with the SEC
on April 7, 1995 by Messrs. Falb, Dane, Firethorn I Limited Partnership,
the Hilary Bell Falb 1983 Trust, the Alison Forslund Falb 1985 Trust,
the Forslund Irrevocable Trust and Dane, Falb, Stone & Co., Inc.
(collectively, the "Dane Falb Persons"), as amended through Amendment
No. 7 thereto filed on July 30, 1998, and the Form 4s filed by Mr. Falb
through February 8, 2000, and includes 25,000 shares of common stock
assuming the conversion of Mr. Falb's 4,000 shares of Series A Preferred
Stock, and the 13,332 shares of common stock which Messrs. Dane and Falb
have the right to acquire beneficial ownership upon the exercise of
currently exercisable options (the percentage is calculated on the basis
that such shares are deemed outstanding).
13
<PAGE> 15
If the relationships relating to the Stockholder Voting Agreement,
dated as of June 25, 1998, by and among the Current Board (as defined
in the Stockholder Voting Agreement), the Dane Falb Persons and Messrs.
G. Thomas Graves III, William I. Lee, Lee Global Energy Fund, L.P.
("Lee Global"), Gralee Capital Corp., and Gralee Partners, L.P.
(collectively, the "Gralee Persons"), constitute a group for purposes
of Rule 13d-5 of the Securities Exchange Act of 1934, then the group
may be deemed to be the beneficial owner of the other parties' shares
of common stock. The group disclaims any such beneficial ownership.
(14) Director since May 1978 and Chairman of the Board of Toreador since May
1981.
(15) 4.71% of the common stock beneficially owned on September 30, 2000.
(16) Includes 53,333 shares of common stock with respect to which such
person has the right to acquire beneficial ownership upon the exercise
of currently exercisable options (the percentage is calculated on the
basis that such shares are deemed outstanding).
(17) Director of Toreador since July 1998.
(18) 19.54% of the common stock beneficially owned on September 30, 2000.
(19) Pursuant to that certain Joint Filing Agreement, entered into by and
among Lee Global, Messrs. Graves and Lee and Wilco, dated as of
September 18, 1998 (previously filed with the SEC by Lee Global as
Exhibit 7.9 to the Schedule 13D/A No. 6 on September 23, 1998 and
incorporated herein by reference), each of Lee Global, Messrs. Graves
and Lee and Wilco may be deemed to beneficially own 1,353,332 shares of
common stock (which is approximately 19.5% of the shares of common
stock outstanding on October 31, 2000, including (i) the 10,000 shares
owned by Mr. Graves; (ii) the 175,200 shares owned by Mr. Lee; (iii)
the assumed conversion of Series A Preferred Stock issued to Mr. Lee
into 250,000 shares of common stock, and (iv) the 186,666 shares of
common stock which Messrs. Lee and Graves have the right to acquire
beneficial ownership upon the exercise of currently exercisable options
(the percentage is calculated on the basis that such shares are deemed
outstanding). Messrs. Graves and Lee may be deemed to have shared
voting power and shared dispositive power over (i) 562,566 shares of
common stock owned by Lee Global; (ii) 156,400 shares of common stock
owned by Wilco; and (iii) 12,500 shares of common stock resulting from
the assumed conversion of Series A Preferred Stock issued to Wilco.
If the relationships relating to the Stockholder Voting Agreement,
dated as of June 25, 1998, by and among the Current Board, the Dane
Falb Persons and the Gralee Persons, constitute a group for purposes of
Rule 13d-5 of the Securities Exchange Act of 1934, then the group may
be deemed to be the beneficial owner of the other parties' shares of
common stock. The group disclaims any such beneficial ownership.
Except as otherwise indicated, all shares shown in the above table are
owned directly and the holder thereof has sole voting and investment powers with
respect to such shares.
PLAN OF DISTRIBUTION
The selling stockholders, their pledgees, donees, transferees or other
successors-in-interest, may, from time to time, sell all or a portion of the
shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The shares of common stock may be sold by the selling
stockholders by one or more of the following methods, without limitation:
o block trades in which the broker or dealer so engaged will
attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o short sales;
14
<PAGE> 16
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts and calls and other transactions in securities
of Toreador or derivatives thereof, and may sell and deliver the shares of
common stock in connection therewith or in settlement of securities loans. If
the selling stockholders engage in such transactions, the applicable conversion
price may be affected. From time to time the selling stockholders may pledge
their shares of common stock pursuant to the margin provisions of its customer
agreements with its brokers. Upon a default by the selling stockholders, the
broker may offer and sell the pledged shares of common stock from time to time.
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares of common stock at a stipulated price per share, and, to
the extent such broker-dealer is unable to do so acting as agent for a selling
stockholder, to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholders. Broker-dealers who acquire shares of common stock as principal may
thereafter resell such shares of common stock from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above. The
selling stockholders may also sell the shares of common stock in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Toreador is required to pay all fees and expenses incident to the
registration of the shares of common stock other than fees and expenses of the
selling stockholders. The Company has agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital consists of 20,000,000 shares of common stock and
4,000,000 shares of Preferred Stock. At December 18, 2000, we had:
o 6,259,571 shares of common stock outstanding
o 160,000 shares of Series A Convertible Preferred Stock outstanding
15
<PAGE> 17
COMMON STOCK
The holders of shares of common stock possess full voting power for the
election of directors and for all other purposes, each holder of common stock
being entitled to one vote for each share of common stock held of record by such
holder. The shares of common stock do not have cumulative voting rights. As
described below, the holders of the Series A Convertible Preferred Stock
generally have no voting rights with respect to the management of Toreador.
Subject to the right of holders of any outstanding shares of Series A
Convertible Preferred Stock, dividends may be paid on the common stock as and
when declared by Toreador's Board of Directors out of any funds of Toreador
legally available for the payment thereof. Holders of common stock have no
subscription, redemption, sinking fund, conversion or preemptive rights. The
outstanding shares of common stock are fully paid and nonassessable. After
payment is made in full to the holders of any outstanding shares of preferred
stock in the event of any liquidation, dissolution or winding up of the affairs
of Toreador, the remaining assets and funds of Toreador will be distributed to
the holders of common stock according to their respective shares.
PREFERRED STOCK
General
The Board of Directors may, without further action by Toreador's
stockholders (subject to the terms of the Series A Convertible Preferred Stock
described below), from time to time, direct the issuance of fully authorized
shares of preferred stock, in classes or series and may, at the time of
issuance, determine the powers, rights, preferences and limitations of each
class or series. Satisfaction of any dividend preferences on outstanding shares
of preferred stock would reduce the amount of funds available for the payment of
dividends on common stock. Also, holders of preferred stock would be entitled to
receive a preference payment in the event of any liquidation, dissolution or
winding up of Toreador before any payment is made to the holders of common
stock. Under certain circumstances, the issuance of such preferred stock may
render more difficult or tend to discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of Toreador's
securities or the removal of incumbent management.
Description of Series A Convertible Preferred Stock
Designation and Amount. Under the certificate of designation, 160,000
shares of preferred stock are designated as "Series A Convertible Preferred
Stock" with a stated value of $25.00 per share.
Dividends. Each share of Series A Convertible Preferred Stock is
entitled to annual dividends of 9% of $25.00 per share, which are to be paid
quarterly in cash.
Priority. In the event of liquidation, dissolution or similar event,
holders of Series A Convertible Preferred Stock will have preference over the
common stock and all other capital stock to the extent of $25.00 for each share
of Series A Convertible Preferred Stock plus any accrued and unpaid dividends.
Conversion. Each holder of Series A Convertible Preferred Stock may
convert his, her or its shares into shares of common stock at any time. To
convert, the holder of Series A Convertible Preferred Stock must
16
<PAGE> 18
submit his, her or its request, his, her or its certificate and notice to the
transfer agent. Each share of Series A Convertible Preferred Stock is
convertible into shares of common stock at a rate equal to 6.25 shares of common
stock per share of Series A Convertible Preferred Stock (subject to certain
adjustments described below). Generally, we must issue and deliver the common
stock within three business days.
Adjustments to Conversion Price. The rate of conversion of Series A
Convertible Preferred Stock will be adjusted to account for stock splits, stock
dividends, mergers or assets distributions. In no event will fractional shares
be issued, however, because of such adjustment.
Optional Redemption by Company. At any time after December 1, 2004, we
may elect to redeem for cash any or all shares of Series A Convertible Preferred
Stock upon 15 trading days notice to the extent permitted by law and its then
available capital. The optional redemption price per share is the sum of (1)
$25.00 per share of the Series A Convertible Preferred Stock plus (2) any
accrued and unpaid dividends and such sum is then multiplied by a declining
multiplier (the "Multiplier"). The Multiplier is 105% until November 30, 2005,
104% until November 30, 2006, 103% until November 30, 2007, 102% until November
30, 2008, 101% until November 30, 2009 and 100% thereafter.
Voting Rights. The holders of Series A Convertible Preferred Stock
generally have no voting rights with respect to the management of Toreador. We
may not take an action that adversely effects the Series A Convertible Preferred
Stock without prior approval of the holders of a majority of the outstanding
shares to Series A Convertible Preferred Stock. If Toreador (1) fails to pay
four quarterly dividend payments or (2) fails to make a mandatory redemption,
the holders of Series A Convertible Preferred Stock are entitled to separately,
as a class, elect one person to our Board of Directors, who shall serve until
the event of default is cured.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. Due to our name
change, our filings made prior to June 5, 2000 can be found under the name
"Toreador Royalty Corporation." Our filing made on and subsequent to June 5,
2000 can be found under the name "Toreador Resources Corporation." You may also
read and copy any document we file at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1(800)
SEC-0330 for further information on the public reference room.
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. This prospectus provides you
with a general description of the common stock the selling stockholders may
offer and information about the various alternative methods by which they may
sell the common stock. Under certain circumstances the selling stockholders may
be required to provide additional information about the method by which they
intend to sell the common stock. We will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under this heading
"Where You Can Find More Information."
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents
17
<PAGE> 19
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling
stockholders' offering is completed:
o Annual Report on Form 10-K for the year ended December 31, 1999;
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
o Quarterly Report on Form 10-Q for the quarter ended June 30,
2000;
o Quarterly Report on Form 10-Q for the quarter ended September 30,
2000;
o Current Report on Form 8-K dated January 6, 2000, as amended on
March 3, 2000 and March 27, 2000;
o Current Report on Form 8-K dated June 5, 2000; and
o Current Report on Form 8-K dated October 2, 2000.
We will provide these filings to any person, including any beneficial
owner, to whom this prospectus is delivered, at no cost, upon written or oral
request to Toreador as follows:
4809 Cole Avenue
Suite 108
Dallas, Texas 75205
Attn: Investor Relations
You may call Gerry Cargile, Secretary of Toreador at (214) 559-3933 to
request filings. You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information. The
selling stockholders are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any prospectus supplement is accurate as of any date other
than the date on the front of those documents.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Pursuant to the bylaws and the Certificate of Incorporation, as
amended, of Toreador, Toreador will indemnify to the full extent authorized by
Delaware law any director or officer of Toreador who is made or threatened to be
made a party to any action, suit or proceeding by reason of the fact that he is
or was a director or officer of Toreador. In addition, certain of Toreador's
director have indemnification agreements with the Toreador in which Toreador
agrees to indemnify such directors under certain circumstances. Toreador has
purchased indemnification insurance on behalf of its directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the issuer pursuant to the foregoing provisions, the issuer has been informed
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.
LEGAL MATTERS
The validity of the shares of common stock offered hereby have been
passed upon for the Company by its counsel, Haynes and Boone, LLP, Dallas,
Texas.
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<PAGE> 20
EXPERTS
The consolidated financial statements of Toreador Royalty Corporation
appearing in Toreador Royalty Corporation's Annual Report (Form 10-K) for the
year ended December 31, 1999, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Toreador Royalty Corporation
for the years ending December 31, 1998 and 1997 incorporated in this prospectus
by reference to Toreador Royalty Corporation's Annual Report (Form 10-K) for the
year ended December 31, 1999 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The estimates relating to Toreador Royalty Corporation's proved oil and
natural gas reserves and future net revenues of oil and natural gas reserves as
of December 31, 1999, incorporated in this prospectus by reference to Toreador
Royalty Corporation's Annual Report on Form 10-K for the year ended December 31,
1999 are based upon estimates of such reserves prepared by LaRoche Petroleum
Consultants, Ltd. in reliance upon its reports and upon the authority of this
firm as experts in petroleum engineering.
The estimates relating to Toreador Royalty Corporation's proved oil and
natural gas reserves and future net revenues of oil and natural gas reserves as
of December 31, 1999, incorporated in this prospectus by reference to Toreador
Royalty Corporation's Annual Report on Form 10-K for the year ended December 31,
1999 are based upon estimates of such reserves prepared by Harlan Consulting in
reliance upon its reports and upon the authority of this firm as experts in
petroleum engineering.
CERTAIN DEFINITIONS
The following are certain defined terms used in this prospectus:
"Bbl." One stock tank barrel, or 42 U.S. gallons liquid volume, used
herein in reference to crude oil or other liquid hydrocarbons.
"Bcf." One billion cubic feet of natural gas.
"Bcfe." One billion cubic feet of natural gas equivalents, converting
one Bbl of oil to six Mcf of natural gas.
"BOE." Barrel of oil equivalent converting six Mcf of natural gas to
one barrel of oil.
"DEVELOPMENT WELL." A well drilled within the proved boundaries of an
oil or natural gas reservoir with the intention of completing the stratigraphic
horizon known to be productive.
"DRY WELL." A development or exploratory well found to be incapable of
producing either oil or natural gas in sufficient quantities to justify
completion as an oil or natural gas well.
"EXPLORATORY WELL." A well drilled to find and produce oil or natural
gas in an unproved area, to find a new reservoir in a field previously found to
be productive of oil or natural gas in another reservoir, or to extend a known
reservoir.
"GROSS ACRES" or "GROSS WELLS." The total number of acres or wells, as
the case may be, in which a working or any type of royalty interest is owned.
"Mcf." One thousand cubic feet of natural gas.
19
<PAGE> 21
"Mcfe." One thousand cubic feet of natural gas equivalents, converting
one Bbl of oil to six Mcf of natural gas.
"MMcf." One million cubic feet of natural gas.
"NET ACRES" or "NET WELLS." The sum of the fractional working or any
type of royalty interests owned in gross acres or gross wells.
"PRODUCING WELL" or "PRODUCTIVE WELL." A well that is producing oil or
natural gas or that is capable of production.
"PROVED DEVELOPED RESERVES" or "PROVED DEVELOPED PRODUCING." The oil
and natural gas reserves that can be expected to be recovered through existing
wells with existing equipment and operating methods. Additional oil and natural
gas expected to be obtained through the application of fluid injection or other
improved recovery techniques for supplementing the natural forces and mechanisms
of primary recovery should be included as "proved developed reserves" only after
testing by a pilot project or after the operation of an installed program has
confirmed through production response that increased recovery will be achieved.
"PROVED RESERVES." The estimated quantities of crude oil, natural gas
and natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions.
"PROVED UNDEVELOPED RESERVES." The oil and natural gas reserves that
are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for
recompletion. Reserves on undrilled acreage shall be limited to those drilling
units offsetting productive units that are reasonably certain of production when
drilled. Proved reserves for other undrilled units can be claimed only where it
can be demonstrated with certainty that there is continuity of production from
the existing productive formation. Under no circumstances should estimates for
proved undeveloped reserves be attributable to any acreage for which an
application of fluid injection or other improved recovery techniques is
contemplated, unless such techniques have been proved effective by actual tests
in the area and in the same reservoir.
"ROYALTY INTEREST." An interest in an oil and natural gas property
entitling the owner to a share of oil and natural gas production free of
production costs.
"SEC PV-10." The present value of proved reserves is an estimate of the
discounted future net cash flows from each property at December 31, 1999, or as
otherwise indicated. Net cash flow is defined as net revenues less, after
deducting production and ad valorem taxes, future capital costs and operating
expenses, but before deducting federal income taxes. As required by rules of the
Securities and Exchange Commission, the future net cash flows have been
discounted at an annual rate of 10% to determine their "present value." The
present value is shown to indicate the effect of time on the value of the
revenue stream and should not be construed as being the fair market value of the
properties. In accordance with Securities and Exchange Commission rules,
estimates have been made using constant oil and natural gas prices and operating
costs, at December 31, 1999, or as otherwise indicated.
"STANDARDIZED MEASURE." Under the Standardized Measure, future cash
flows are estimated by applying year-end prices, adjusted for fixed and
determinable escalations, to the estimated future production of year-end proved
reserves. Future cash inflows are reduced by estimated future production and
development costs based on period-end costs to determine pretax cash inflows.
Future income taxes are computed by applying the statutory tax rate to the
excess inflows over the Company's tax basis in the associated properties.
20
<PAGE> 22
Tax credits, net operating loss carryforwards, and permanent differences are
also considered in the future tax calculation. Future net cash inflows after
income taxes are discounted using a 10% annual discount rate to arrive at the
Standardized Measure.
"UNDEVELOPED ACREAGE." Lease acreage on which wells have not been
drilled or completed to a point that would permit the production of commercial
quantities of oil and natural gas regardless of whether such acreage contains
proved reserves.
"WORKING INTEREST." The operating interest which gives the owner the
right to drill, produce and conduct operating activities on the property and a
share of production, subject to all royalties, overriding royalties and other
burdens and to all exploration, development and operational costs including all
risks in connection therewith.
21
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............................................... $ 3,401
Nasdaq National Market Listing Fee................................................................ 500
Transfer Agent Fees............................................................................... 8,000
Printing Expenses................................................................................. 3,000
Accounting Fees and Expenses...................................................................... 10,000
Legal Fees and Expenses (including fees of selling holders' counsel).............................. 25,000
Miscellaneous Expenses............................................................................ 99
_______________
Total.......................................................................................... $ 50,000
</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee and the Nasdaq National Market listing fee are estimated. All
of such expenses will be borne by Toreador.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Toreador's Certificate of Incorporation (the "Certificate of
Incorporation"), provides that no director of Toreador will be personally liable
to Toreador or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty as a director. However, this does not apply
with respect to any action in which the director would be liable under Section
174 of the General Corporation Law of the State of Delaware ("Delaware Code")
nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to Toreador or its stockholders; (ii) did not act
in good faith or, in failing to act, did not act in good faith; (iii) acted in a
manner involving intentional misconduct or a knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) derived an improper personal benefit.
The Bylaws of Toreador provide that Toreador shall indemnify its directors
and officers and former directors and officers to the fullest extent permitted
by the Delaware Code. Pursuant to the provisions of Section 145 of the Delaware
Code, Toreador has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding (other than an action by or in the right of Toreador) by
reason of the fact that he is or was a director, officer, employee, or agent of
Toreador, against any and all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit, or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of Toreador and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
The power to indemnify applies to actions brought by or in the right of
Toreador as well, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct unless the court, in
its discretion, believes that in light of all the circumstances indemnification
should apply.
II-1
<PAGE> 24
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Toreador pursuant
to the foregoing provisions, Toreador 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.
ITEM 16. EXHIBITS
EXHIBIT NO. EXHIBIT DESCRIPTION
2.1 Certificate of Ownership and Merger merging Toreador Resources
Corporation into Toreador Royalty Corporation, effective June
5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources
Corporation Current Report on Form 8-K filed on June 5, 2000,
and incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
3.2 Amended and Restated Bylaws, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.2 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
3.3 Certificate of Designation of Series A Convertible Preferred
Stock of Toreador Royalty Corporation, dated December 14, 1998
(previously filed as Exhibit 10.3 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
4.1 Form of Letter Agreement regarding Series A Convertible
Preferred Stock, dated as of March 15, 1999, between Toreador
Royalty Corporation and the holders of Series A Convertible
Preferred Stock (previously filed as Exhibit 4.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 Registration Rights Agreement, effective December 16, 1998,
among Toreador Royalty Corporation and persons party thereto
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
4.3 Settlement Agreement, dated June 25, 1998, among the Gralee
Persons, the Dane Falb Persons and Toreador Royalty
Corporation (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 1, 1998, and
incorporated herein by reference).
4.4 Stockholder Voting Agreement, dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Current Management
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 1, 1998, and
incorporated herein by reference).
II-2
<PAGE> 25
EXHIBIT NO. EXHIBIT DESCRIPTION
4.5* Registration Rights Agreement, effective July 31, 2000, among
Toreador Royalty Corporation and persons party thereto.
4.6* Registration Rights Agreement, effective September 11, 2000,
among Toreador Resources Corporation and Earl E. Rossman, Jr.,
Representative of the Holders.
5.1* Opinion of Haynes and Boone, LLP.
10.1 Form of Stock Option Agreement, between Toreador Royalty
Corporation and Donald E. August, John V. Ballard, J. W.
Bullion, John Mark McLaughlin, and Jack L. Woods (previously
filed as Exhibit 4.6 to Toreador Royalty Corporation Form S-8
(No. 333-14145) filed with the Securities and Exchange
Commission on October 15, 1996, and incorporated herein by
reference).
10.2 Stock Option Agreement, dated February 17, 1994, between
Toreador Royalty Corporation and Thomas P. Kellogg, Jr.
(previously filed as Exhibit 4.7 to Toreador Royalty
Corporation Form S-8 (No. 333-14145) filed with the Securities
and Exchange Commission on October 15, 1996, and incorporated
herein by reference).
10.3 Form of Stock Option Agreement, between Toreador Royalty
Corporation and Edward C. Marhanka and Earl V. Tessem, as
amended (previously filed as Exhibit 4.8 to Toreador Royalty
Corporation Form S-8 (No. 333-14145) filed with the Securities
and Exchange Commission on October 15, 1996, and incorporated
herein by reference).
10.4 Incentive Stock Option, dated as of May 15, 1997, between
Toreador Royalty Corporation and Edward C. Marhanka
(previously filed as Exhibit 10.4 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference).
10.5 Employment Agreement, dated as of May 1, 1997, between
Toreador Royalty Corporation and Edward C. Marhanka
(previously filed as Exhibit 10.5 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference).
10.6 Joint Venture Agreement, dated March 1, 1989, among Toreador
Royalty Corporation, Bandera Petroleum, et al, as
amended (previously filed as Exhibit 10.6 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by reference).
10.7 Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference).
II-3
<PAGE> 26
EXHIBIT NO. EXHIBIT DESCRIPTION
10.8 Amendment to Toreador Royalty Corporation 1990 Stock Option
Plan, effective as of May 15, 1997 (previously filed as
Exhibit 10.14 to Toreador Royalty Corporation Annual Report on
Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
10.9 Toreador Royalty Corporation 1994 Non-Employee Director Stock
Option Plan, as amended (previously filed as Exhibit 10.12 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated herein by
reference).
10.10 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan, effective as of September 24, 1998 (previously
filed as Exhibit A to Toreador Royalty Corporation Preliminary
Proxy Statement filed with the Securities and Exchange
Commission on March 12, 1999, and incorporated herein by
reference).
10.11 Warrant for the Purchase of Shares of Common Stock issued to
Petrie Parkman & Co., dated May 23, 1994 (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Registration on
Form S-3, and incorporated herein by reference (No. 33-80572)
filed with the Securities and Exchange Commission on June 22,
1994, and incorporated herein by reference).
10.12 Form of Indemnification Agreement, dated as of April 25, 1995,
between Toreador Royalty Corporation and each of the members
of our Board of Directors (previously filed as Exhibit 10 to
Toreador Royalty Corporation Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1995, and incorporated
herein by reference).
10.13 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan Nonqualified Stock Option Agreement, dated
September 24, 1998, between Toreador Royalty Corporation and
G. Thomas Graves III (previously filed as Exhibit 10.13 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference).
10.14 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan Nonqualified Stock Option Agreement, dated
September 24, 1998, between Toreador Royalty Corporation and
John Mark McLaughlin (previously filed as Exhibit 10.14 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference).
10.15 Securities Purchase Agreement, effective December 16, 1998,
among Toreador Royalty Corporation and the Purchasers party
thereto (previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.16 Purchase and Sale Agreement, effective November 1, 1998,
between Howell Petroleum Corporation and the J.T. Philip
Company, as amended (previously filed as Exhibit 10.4 to
Toreador Royalty Corporation Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 31,
1998, and incorporated herein by reference).
10.17 Loan Agreement, effective November 13, 1997, between Toreador
Royalty Corporation and Toreador Exploration & Production Inc
and Compass Bank (previously filed as Exhibit 10.17 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference).
II-4
<PAGE> 27
EXHIBIT NO. EXHIBIT DESCRIPTION
10.18 First Amendment to Loan Agreement, dated September 22, 1998,
between Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed as Exhibit
10.18 to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and incorporated
herein by reference).
10.19 Second Amendment to Loan Agreement, dated December 15, 1998,
between Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed as Exhibit
10.19 to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and incorporated
herein by reference).
10.20 Credit Agreement, effective December 15, 1998, between Compass
Bank and Tormin, Inc. (previously filed as Exhibit 10.5 to
Toreador Royalty Corporation Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 31,
1998, and incorporated herein by reference).
10.21 Amended and Restated Credit Agreement, dated April 16, 1999,
between Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1999, and incorporated
herein by reference).
10.22 Credit Agreement, effective September 30, 1999, between
Compass Bank, as Lender, Toreador Royalty Corporation,
Toreador Exploration & Production Inc, and Tormin, Inc., as
Borrowers, and Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Current Report on Form 8-K, filed on October 27,
1999, and incorporated herein by reference).
10.23 Purchase and Sale Agreement, effective November 24, 1999,
between Lario Oil & Gas Company and Toreador Exploration &
Production Inc. (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by reference).
10.24 First Amendment to Loan Agreement, dated December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc. and
Tormin, Inc., as Borrowers, and Toreador Acquisition
Corporation, as Guarantor (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form 8-K filed
on January 6, 2000, and incorporated herein by reference).
10.25 Term Promissory Note, effective December 17, 1999, between
Compass Bank, as Lender, and Toreador Royalty Corporation,
Toreador Exploration & Production Inc. and Tormin, Inc., as
Borrowers, and Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.3 to Toreador Royalty
Corporation Current Report on Form 8-K filed on January 6,
2000, and incorporated herein by reference).
10.26 Merger Agreement, effective September 11, 2000, between Texona
Petroleum Corporation, Toreador Resources Corporation and
Toreador Acquisition Corporation (previously filed as Exhibit
10.1 to Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein by
reference).
II-5
<PAGE> 28
EXHIBIT NO. EXHIBIT DESCRIPTION
10.27 Fourth Amendment to Credit Agreement, effective September 19,
2000, between Compass Bank, as Lender, and Toreador Resources
Corporation, Toreador Exploration & Production Inc., and
Tormin, Inc., as Borrowers, and Toreador Acquisition
Corporation, as Guarantor (previously filed as Exhibit 10.2 to
Toreador Resources Corporation Current Report on Form 8-K
filed on October 2, 2000, and incorporated herein by
reference).
16.1 Letter on Change in Certifying Accountant from
PricewaterhouseCoopers LLP, dated June 30, 1999 (previously
filed as Exhibit 16 to Form 8-K/A filed on June 30, 1999, and
incorporated herein by reference).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
23.3* Consent of LaRoche Petroleum Consultants, Ltd.
23.4* Consent of Harlan Consulting.
23.5* Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* Power of Attorney (See signatures in Part II).
* Filed herein.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
II-6
<PAGE> 29
(iii) 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)(i) and (1)(ii) 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 that are
incorporated by reference in this registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, 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; and
(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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
II-7
<PAGE> 30
SIGNATURES AND POWER OF ATTORNEY
Pursuant to 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 S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 21st day of December,
2000.
TOREADOR RESOURCES CORPORATION
By: /s/ G. THOMAS GRAVES III
-----------------------------------
G. Thomas Graves III
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons on
behalf of the registrant in the capacities and on the dates indicated:
Each person whose signature appears below constitutes and appoints G.
Thomas Graves III with full power to act alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to execute
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitute or their
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ G. THOMAS GRAVES III President, Chief Executive Officer December 21, 2000
G. Thomas Graves III and Director
/s/ J. W. BULLION Director December 21, 2000
J. W. Bullion
/s/ EDWARD NATHAN DANE Director December 21, 2000
Edward Nathan Dane
/s/ PETER L. FALB Director December 21, 2000
Peter L. Falb
/s/ THOMAS P. KELLOGG, JR. Director December 21, 2000
Thomas P. Kellogg, Jr.
/s/ WILLIAM I. LEE Director December 21, 2000
William I. Lee
/s/ JOHN MARK MCLAUGHLIN Director December 21, 2000
John Mark McLaughlin
/s/ DOUGLAS WEIR Vice President - Finance and December 21, 2000
Douglas Weir Treasurer (Principal Financial
and Accounting Officer)
</TABLE>
II-8
<PAGE> 31
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Certificate of Ownership and Merger merging Toreador
Resources Corporation into Toreador Royalty
Corporation, effective June 5, 2000 (previously filed
as Exhibit 2.1 to Toreador Resources Corporation
Current Report on Form 8-K filed on June 5, 2000, and
incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.1 to
Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated
herein by reference).
3.2 Amended and Restated Bylaws, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.2 to
Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated
herein by reference).
3.3 Certificate of Designation of Series A Convertible
Preferred Stock of Toreador Royalty Corporation, dated
December 14, 1998 (previously filed as Exhibit 10.3 to
Toreador Royalty Corporation Current Report on Form 8-K
filed with the Securities and Exchange Commission on
December 31, 1998, and incorporated herein by
reference).
4.1 Form of Letter Agreement regarding Series A Convertible
Preferred Stock, dated as of March 15, 1999, between
Toreador Royalty Corporation and the holders of Series
A Convertible Preferred Stock (previously filed as
Exhibit 4.1 to Toreador Royalty Corporation Annual
Report on Form 10-K for the year ended December 31,
1998, and incorporated herein by reference).
4.2 Registration Rights Agreement, effective December 16,
1998, among Toreador Royalty Corporation and persons
party thereto (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form 8-K
filed with the Securities and Exchange Commission on
December 31, 1998, and incorporated herein by
reference).
4.3 Settlement Agreement, dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Toreador
Royalty Corporation (previously filed as Exhibit 10.1
to Toreador Royalty Corporation Current Report on Form
8-K filed with the Securities and Exchange Commission
on July 1, 1998, and incorporated herein by reference).
4.4 Stockholder Voting Agreement, dated June 25, 1998,
among the Gralee Persons, the Dane Falb Persons and
Current Management (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form 8-K
filed with the Securities and Exchange Commission on
July 1, 1998, and incorporated herein by reference).
4.5* Registration Rights Agreement, effective July 31, 2000,
among Toreador Royalty Corporation and persons party
thereto.
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.6* Registration Rights Agreement, effective September 11,
2000, among Toreador Resources Corporation and Earl E.
Rossman, Jr., the Representative of the Holders.
5.1* Opinion of Haynes and Boone, LLP.
10.1 Form of Stock Option Agreement, between Toreador
Royalty Corporation and Donald E. August, John V.
Ballard, J. W. Bullion, John Mark McLaughlin, and Jack
L. Woods (previously filed as Exhibit 4.6 to Toreador
Royalty Corporation Form S-8 (No. 333-14145) filed with
the Securities and Exchange Commission on October 15,
1996, and incorporated herein by reference).
10.2 Stock Option Agreement, dated February 17, 1994,
between Toreador Royalty Corporation and Thomas P.
Kellogg, Jr. (previously filed as Exhibit 4.7 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.3 Form of Stock Option Agreement, between Toreador
Royalty Corporation and Edward C. Marhanka and Earl V.
Tessem, as amended (previously filed as Exhibit 4.8 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.4 Incentive Stock Option, dated as of May 15, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.4 to Toreador
Royalty Corporation Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997, and incorporated
herein by reference).
10.5 Employment Agreement, dated as of May 1, 1997, between
Toreador Royalty Corporation and Edward C. Marhanka
(previously filed as Exhibit 10.5 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference).
10.6 Joint Venture Agreement, dated March 1, 1989, among
Toreador Royalty Corporation, Bandera Petroleum, et al,
as amended (previously filed as Exhibit 10.6 to
Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated
herein by reference).
10.7 Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference).
10.8 Amendment to Toreador Royalty Corporation 1990 Stock
Option Plan, effective as of May 15, 1997 (previously
filed as Exhibit 10.14 to Toreador Royalty Corporation
Annual Report on Form 10-K for the year ended December
31, 1997, and incorporated herein by reference).
10.9 Toreador Royalty Corporation 1994 Non-Employee Director
Stock Option Plan, as amended (previously filed as
Exhibit 10.12 to Toreador Royalty Corporation Annual
Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference).
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.10 Toreador Royalty Corporation Amended and Restated 1990
Stock Option Plan, effective as of September 24, 1998
(previously filed as Exhibit A to Toreador Royalty
Corporation Preliminary Proxy Statement filed with the
Securities and Exchange Commission on March 12, 1999,
and incorporated herein by reference).
10.11 Warrant for the Purchase of Shares of Common Stock
issued to Petrie Parkman & Co., dated May 23, 1994
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Registration on Form S-3, and incorporated
herein by reference (No. 33-80572) filed with the
Securities and Exchange Commission on June 22, 1994,
and incorporated herein by reference).
10.12 Form of Indemnification Agreement, dated as of April
25, 1995, between Toreador Royalty Corporation and each
of the members of our Board of Directors (previously
filed as Exhibit 10 to Toreador Royalty Corporation
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995, and incorporated herein by
reference).
10.13 Toreador Royalty Corporation Amended and Restated 1990
Stock Option Plan Nonqualified Stock Option Agreement,
dated September 24, 1998, between Toreador Royalty
Corporation and G. Thomas Graves III (previously filed
as Exhibit 10.13 to Toreador Royalty Corporation Annual
Report on Form 10-K for the year ended December 31,
1998, and incorporated herein by reference).
10.14 Toreador Royalty Corporation Amended and Restated 1990
Stock Option Plan Nonqualified Stock Option Agreement,
dated September 24, 1998, between Toreador Royalty
Corporation and John Mark McLaughlin (previously filed
as Exhibit 10.14 to Toreador Royalty Corporation Annual
Report on Form 10-K for the year ended December 31,
1998, and incorporated herein by reference).
10.15 Securities Purchase Agreement, effective December 16,
1998, among Toreador Royalty Corporation and the
Purchasers party thereto (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
10.16 Purchase and Sale Agreement, effective November 1,
1998, between Howell Petroleum Corporation and the J.T.
Philip Company, as amended (previously filed as Exhibit
10.4 to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
10.17 Loan Agreement, effective November 13, 1997, between
Toreador Royalty Corporation and Toreador Exploration &
Production Inc and Compass Bank (previously filed as
Exhibit 10.17 to Toreador Royalty Corporation Annual
Report on Form 10-K for the year ended December 31,
1998, and incorporated herein by reference).
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.18 First Amendment to Loan Agreement, dated September 22,
1998, between Toreador Royalty Corporation and Toreador
Exploration & Production Inc and Compass Bank
(previously filed as Exhibit 10.18 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
10.19 Second Amendment to Loan Agreement, dated December 15,
1998, between Toreador Royalty Corporation and Toreador
Exploration & Production Inc and Compass Bank
(previously filed as Exhibit 10.19 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
10.20 Credit Agreement, effective December 15, 1998, between
Compass Bank and Tormin, Inc. (previously filed as
Exhibit 10.5 to Toreador Royalty Corporation Current
Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.21 Amended and Restated Credit Agreement, dated April 16,
1999, between Toreador Royalty Corporation and Toreador
Exploration & Production Inc and Compass Bank
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, and incorporated herein by
reference).
10.22 Credit Agreement, effective September 30, 1999, between
Compass Bank, as Lender, Toreador Royalty Corporation,
Toreador Exploration & Production Inc, and Tormin,
Inc., as Borrowers, and Toreador Acquisition
Corporation, as Guarantor (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Current Report on
Form 8-K, filed on October 27, 1999, and incorporated
herein by reference).
10.23 Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.24 First Amendment to Loan Agreement, dated December 17,
1999, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration & Production
Inc. and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously filed
as Exhibit 10.2 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.25 Term Promissory Note, effective December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc. and
Tormin, Inc., as Borrowers, and Toreador Acquisition
Corporation, as Guarantor (previously filed as Exhibit
10.3 to Toreador Royalty Corporation Current Report on
Form 8-K filed on January 6, 2000, and incorporated
herein by reference).
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.26 Merger Agreement, effective September 11, 2000, between
Texona Petroleum Corporation, Toreador Resources
Corporation and Toreador Acquisition Corporation
(previously filed as Exhibit 10.1 to Toreador Resources
Corporation Current Report on Form 8-K filed on October
2, 2000, and incorporated herein by reference).
10.27 Fourth Amendment to Credit Agreement, effective
September 19, 2000, between Compass Bank, as Lender,
and Toreador Resources Corporation, Toreador
Exploration & Production Inc., and Tormin, Inc., as
Borrowers, and Toreador Acquisition Corporation, as
Guarantor (previously filed as Exhibit 10.2 to Toreador
Resources Corporation Current Report on Form 8-K filed
on October 2, 2000, and incorporated herein by
reference).
16.1 Letter on Change in Certifying Accountant from
PricewaterhouseCoopers LLP, dated June 30, 1999
(previously filed as Exhibit 16 to Form 8-K/A filed on
June 30, 1999, and incorporated herein by reference).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
23.3* Consent of LaRoche Petroleum Consultants, Ltd.
23.4* Consent of Harlan Consulting.
23.5* Consent of Haynes and Boone, LLP (included in Exhibit
5.1).
24.1* Power of Attorney (See signatures in Part II).
</TABLE>
* Filed herewith.
