As filed with the Securities and Exchange Commission on December 24, 2013
Registration No. 333-114496
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 98-0204105 |
(State or other Jurisdiction of |
| (IRS Employer Identification No.) |
7979 E. Tufts Ave., Suite 1150
Denver, Colorado 80237
(303) 483-0044
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard S. Langdon
President and Chief Executive Officer
7979 E. Tufts Ave., Suite 1150
Denver, Colorado 80237
(303) 483-0044
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen W. Ray
Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
320 South Boston Avenue, Suite 200
Tulsa, Oklahoma 74103
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Smaller reporting company x |
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DEREGISTRATION OF COMMON STOCK
On April 15, 2004, Gasco Energy, Inc., a Nevada corporation (the “Company”), filed a registration statement on Form S-3 (Registration No. 333-114496) with the Securities and Exchange Commission (the “SEC”), as amended by post-effective Amendment No. 1 to Form S-3 Registration Statement filed with the SEC on May 13, 2004 (collectively, the “Registration Statement”), to register a total of 33,428,159 shares of its common stock, $0.0001 par value per share (the “Shares”). The Company now desires to deregister all of the Shares not yet issued.
The Company intends to suspend all reporting obligations with the SEC under the Securities Exchange Act of 1934, as amended. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold, the Company hereby amends the Form S-3 by deregistering all Shares that are registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 24, 2013.
| GASCO ENERGY, INC. | |
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| By: | /s/ Richard S. Langdon |
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| Richard S. Langdon |
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| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 24, 2013.
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/s/ Richard S. Langdon |
| Director, President and Chief Executive Officer |
Richard S. Langdon |
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/s/ L. Edward Parker |
| Director |
L. Edward Parker |
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/s/ Wade Stubblefield |
| Director |
Wade Stubblefield |
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