As Filed with the Securities and Exchange Commission on September 19, 2005
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Whiting Petroleum Corporation*
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1311 | | 20-0098515 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
(303) 837-1661
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
James J. Volker
Chairman, President and Chief Executive Officer
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
(303) 837-1661
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
| | | |
Benjamin F. Garmer, III, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400 | | David P. Oelman, Esq.
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002
(713) 758-2222 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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, please 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. x 333-121615
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| | | | | |
| |
| | | Proposed Maximum | | |
| Title of Each Class of Securities to Be Registered | | Aggregate Offering Price(1)(2)(3) | | Amount of Registration Fee |
| |
| Debt Securities, including additional 7 1/4% Senior Subordinated Notes due 2012 (4) | | (11) | | |
| Guarantees of Debt Securities (5) | | (11) | | |
| Common Stock, $.001 par value (6) | | (11) | | |
| Preferred Stock, $.001 par value (7) | | (11) | | |
| Warrants (8) | | (11) | | |
| Stock Purchase Contracts (9) | | (11) | | |
| Stock Purchase Units (10) | | (11) | | |
| |
| Total | | $56,000,000 | | $6,592 |
| |
| (1) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
| |
| (2) | | In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $56,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. Such amount represents the offering price of any common stock and preferred stock, the principal amount of any debt securities issued at their stated principal amount, the offering price rather than the principal amount of any debt securities issued at an original issue discount, the offering price of any warrants, the exercise price of any securities issuable upon the exercise of warrants, and the offering price of any securities issued upon settlement of the stock purchase contracts or stock purchase units. The aggregate principal amount of the debt securities may be increased if any debt securities are issued at an original issue discount by an amount such that the offering price to be received by the registrant shall be equal to the above amount to be registered. The securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
| |
| (3) | | Subject to note (2) above, this registration statement also covers such indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the debt securities, preferred stock or warrants registered hereunder and such indeterminate amount of securities as may be issued upon settlement of the stock purchase contracts or stock purchase units registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion of, as the case may be, the debt securities, preferred stock or warrants. |
| |
| (4) | | Subject to note (2) above, there is being registered an indeterminate principal amount of debt securities. If any debt securities are issued at an original issue discount, then the offering price of those debt securities shall be in an amount that will result in the aggregate initial price not to exceed $56,000,000, less the dollar amount of any registered securities previously issued. Any offering of debt securities denominated other than in U.S. dollars will be treated as the equivalent of U.S. dollars based on the exchange rate applicable to the purchase of such debt securities at the time of initial offering. |
| |
| (5) | | Subject to note (2) above, there is being registered hereunder an indeterminate number of guarantees issued by one or more subsidiaries of Whiting Petroleum Corporation in connection with the debt securities offered by any prospectus supplement. Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees. |
| |
| (6) | | Subject to note (2) above, there is being registered an indeterminate number of shares of common stock. |
| |
| (7) | | Subject to note (2) above, there is being registered an indeterminate number of shares of preferred stock. |
| |
| (8) | | Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of warrants, representing rights to purchase debt securities, preferred stock or common stock. |
| |
| (9) | | Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of stock purchase contracts, representing obligations to purchase preferred stock, common stock or other securities. |
| |
| (10) | | Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of stock purchase units, consisting of stock purchase contracts together with debt securities, preferred stock, warrants or debt obligations of third parties securing the holders’ obligations to purchase the securities under the stock purchase contracts. |
| |
| (11) | | Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
TABLE OF CONTENTS
* TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
| | | | | | | | | |
| | | | | Primary Standard | | | |
| | | State or Other | | Industrial | | I.R.S. Employer | |
| | | Jurisdiction of | | Classification | | Identification | |
| Name, Address and Telephone Number (1) | | Incorporation | | Number | | Number | |
| Whiting Oil and Gas Corporation | | Delaware | | 1311 | | | 84-0918829 | |
| Equity Oil Company | | Colorado | | 1311 | | | 87-0129795 | |
| Whiting Programs, Inc. | | Delaware | | 1311 | | | 84-0865622 | |
| | |
| (1) | | The address for each of these additional registrants is 1700 Broadway, Suite 2300, Denver, Colorado 80290- 2300. Their telephone number is (303) 837-1661. |
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933. The contents of the Registration Statement on Form S-3 (Registration No. 333-121615), including all amendments and exhibits thereto, filed by Whiting Petroleum Corporation with the Securities and Exchange Commission, which was declared effective on January 14, 2005, are incorporated herein by reference.
SIGNATURES
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 Denver, State of Colorado, on September 19, 2005.
WHITING PETROLEUM CORPORATION
By: /s/ James J. Volker
James J. Volker
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ James J. Volker James J. Volker | | Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer) | | September 19, 2005 |
| | | | | |
/s/ Michael J. Stevens Michael J. Stevens | | Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) | | September 19, 2005 |
| | | | | |
| | Director | | September 19, 2005 |
| Thomas L. Aller | | | | |
| | | | | |
| | Director | | September 19, 2005 |
| Graydon D. Hubbard | | | | |
| | | | | |
| | Director | | September 19, 2005 |
| J.B. Ladd | | | | |
| | | | | |
| | Director | | September 19, 2005 |
| Palmer L. Moe | | | | |
| | | | | |
| | Director | | September 19, 2005 |
| Kenneth R. Whiting | | | | |
*By: /s/ James J. Volker
James J. Volker
Attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
WHITING OIL AND GAS CORPORATION
By: /s/ James J. Volker
James J. Volker
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ James J. Volker James J. Volker | | Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer) | | September 19, 2005 |
| | | | | |
/s/ Michael J. Stevens Michael J. Stevens | | Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer) | | September 19, 2005 |
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
EQUITY OIL COMPANY
By: /s/ James J. Volker
James J. Volker
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ James J. Volker James J. Volker | | Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer) | | September 19, 2005 |
| | | | | |
/s/ Michael J. Stevens Michael J. Stevens | | Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer) | | September 19, 2005 |
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
WHITING PROGRAMS, INC.
By: /s/ James J. Volker
James J. Volker
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ James J. Volker James J. Volker | | Chairman, President and Chief Executive Officer and Sole Director
(Principal Executive Officer) | | September 19, 2005 |
| | | | | |
/s/ Michael J. Stevens Michael J. Stevens | | Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer) | | September 19, 2005 |
S-4
EXHIBIT INDEX
| | | |
| Exhibit Number | | Document Description |
| (5) | | Opinion of Foley & Lardner LLP. |
| | | |
| (23.1) | | Consent of Deloitte & Touche LLP. |
| | | |
| (23.2) | | Consent of KPMG LLP. |
| | | |
| (23.3) | | Consent of KPMG LLP. |
| | | |
| (23.4) | | Consent of Foley & Lardner LLP (contained in Exhibit 5). |
| | | |
| (23.5) | | Consent of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers. |
| | | |
| (23.6) | | Consent of R.A. Lenser & Associates, Inc., Independent Petroleum Engineers. |
| | | |
| (23.7) | | Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers. |
| | | |
| (23.8) | | Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers. |
| | | |
| (24) | | Powers of Attorney [Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-121615)]. |
E-1
