UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATP OIL & GAS CORPORATION (Exact Name of Registrant as Specified in its Charter) TEXAS 76-0362774 (State of Incorporation or Organization) (IRS Employer Identification No.) ATP OIL & GAS CORPORATION 4600 POST OAK PLACE, SUITE 200 Houston, Texas 77027 (Address of Principal Executive Offices and Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [_] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-46034. Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Title of class to be so registered ---------------------------------- Common Stock, par value $.001 per share INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the common stock, par value $.001 per share, of ATP Oil & Gas Corporation (the "Registrant") to be registered hereunder is set forth under the caption "Description of Capital Stock" in the prospectus included in the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-46034) (the "Form S-1 Registration Statement"), initially filed with the Securities and Exchange Commission on September 18, 2000, and will be included in such prospectus subsequently filed by the Registrant in accordance with Rule 424(b) under the Securities Act of 1933, which prospectus is incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission. Exhibit Number - ------- 1. Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-46034), initially filed with the Securities and Exchange Commission on September 18, 2000 -- incorporated herein by reference 2. Specimen Common Stock certificate -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement 3. Amended and Restated Articles of Incorporation of the Registrant -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement 4. Restated Bylaws of the Registrant -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ATP OIL & GAS CORPORATION By: /s/ Albert L. Reese, Jr. -------------------------------------------- Name: Albert L. Reese, Jr. Title: Senior Vice President, and Chief Financial Officer Date: January 25, 2001 INDEX TO EXHIBITS Exhibit No. Description Sequentially Numbered Page - ----------- ----------- -------------------------- 1. Registrant's Registration Statement on Form S-1, as Incorporated by reference amended (Registration No. 333-46034), initially filed with the Securities and Exchange Commission on September 18, 2000 2. Specimen Common Stock certificate -- incorporated Incorporated by reference herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement 3. Amended and Restated Articles of Incorporation of the Incorporated by reference Registrant -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement 4. Restated Bylaws of the Registrant -- incorporated Incorporated by reference herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement