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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999
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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CALLON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 64-0844345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 NORTH CANAL ST.
NATCHEZ, MS 39120
(601) 442-1601
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOHN S. WEATHERLY
200 NORTH CANAL ST.
NATCHEZ, MS 39120
(601) 442-1601
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
GEORGE G. YOUNG III
HAYNES AND BOONE, LLP
1000 LOUISIANA ST., SUITE 4300
HOUSTON, TEXAS 77002
TELEPHONE: (713) 547-2081
TELECOPY: (713) 547-2600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED(2) PRICE(1) FEE
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Debt Securities.............................................
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Preferred Stock, par value $0.01 per share..................
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Common Stock, par value $0.01 per share.....................
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Securities Warrants.........................................
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Securities Purchase Contracts...............................
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Total............................................... $125,000,000 $34,750
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $125,000,000 or the equivalent thereof in
foreign currencies, foreign currency units or composite currencies. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) Subject to footnote (1), there is also being registered an indeterminate
principal amount of Debt Securities, an indeterminate number of shares of
Preferred Stock and Common Stock, an indeterminate number of Securities
Warrants and an indeterminate number of Securities Purchase Contracts as may
be issuable, offered or sold upon conversion, redemption, exchange or
exercise of the Debt Securities, Preferred Stock, Securities Warrants or
Securities Purchase Contracts registered hereunder. Pursuant to Rule 416,
the Registration Statement also covers such indeterminate additional shares
of Common Stock as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar events.
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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 IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 1999
[LOGO] CALLON PETROLEUM COMPANY
200 NORTH CANAL ST.
NATCHEZ, MS 39120
(601) 442-1601
$125,000,000
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
SECURITIES WARRANTS
SECURITIES PURCHASE CONTRACTS
Callon Petroleum Company's common stock is listed on the New York Stock
Exchange, under the symbol "CPE."
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
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This prospectus may not be used to consummate sales of securities unless we
also furnish you with a prospectus supplement describing the final terms of the
securities offered.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS IS DATED , 1999
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TABLE OF CONTENTS
PAGE
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About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Disclosure Regarding Forward Looking Statements............. 2
About Callon Petroleum Company.............................. 2
Use of Proceeds............................................. 3
Ratios of Earnings to Fixed Charges and of Earnings to
Combined Fixed Charges and Preferred Stock Dividends...... 3
Description of Debt Securities.............................. 4
Description of Capital Stock................................ 15
Description of Securities Warrants.......................... 19
Description of Securities Purchase Contracts and Securities
Purchase Units and Prepaid Securities..................... 20
Plan of Distribution........................................ 20
Experts..................................................... 22
Legal Matters............................................... 22
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ABOUT THIS PROSPECTUS
In this prospectus, the words "Company," "we," "our," "ours" and "us" refer
to Callon Petroleum Company, and its subsidiaries, unless otherwise stated or
the context requires.
This prospectus is part of a registration statement that we have filed with
the SEC utilizing a shelf registration process. Under this shelf process, we may
sell the securities described in this prospectus in one or more offerings up to
a total dollar amount of $125,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement containing specific
information about the terms of that offering. The prospectus supplement may also
add, update or change the information in this prospectus. You should read this
prospectus, the relevant prospectus supplement and the information described
under the heading "Where You Can Find More Information."
We believe that we have included or incorporated by reference all
information material to investors in this prospectus, but certain details that
may be important for specific investment purposes have not been included. To see
more detail, you should read the exhibits filed with or incorporated by
reference into this registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's public reference room located at 450
Fifth Street, N.W., Washington, D.C., 20549, or its public reference rooms
located in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for information on the operation of the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov. They are located in the EDGAR database on that web site. You
may also obtain information about us from the New York Stock Exchange, where our
common stock is listed.
The SEC allows us to incorporate by reference information from the
documents 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 considered to be part of this prospectus, and
information that we later file with the SEC will automatically update and
supersede this information. Specifically, we incorporate by reference the
documents listed below and any future filings we make with the SEC (including
any filings we make prior to the effectiveness of the registration statement)
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the offering is terminated:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
- Our Current Reports on Form 8-K filed on February 3, 1999 and March 3,
1999;
- The description of our common stock contained in the Registration
Statement on Form 8-B filed on October 3, 1994; and
- The description of our convertible exchangeable preferred stock contained
in the Registration Statement on Form 8-A filed on November 13, 1995, as
amended and Form 8-A/A filed on November 21, 1995.
This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333- ).
You may request a copy of any of the information incorporated by reference,
at no cost, by writing or telephoning us at the following address:
Callon Petroleum Company
200 North Canal Street
Natchez, MS 39120
(601) 442-1601
Attention: Corporate Secretary
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
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with different information. We 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 REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We can not assure you
that the plans, intentions or expectations upon which our forward-looking
statements are based will occur. Our forward-looking statements are subject to
risks, uncertainties and assumptions, including those discussed elsewhere in
this prospectus and the documents that are incorporated by reference into this
prospectus. Some of these risks which could affect our future results and could
cause results to differ materially from those expressed in our forward-looking
statements include:
- the volatility of oil and natural gas prices;
- the uncertainty of estimates of oil and natural gas reserves;
- the impact of competition;
- difficulties encountered during the exploration for and production of oil
and natural gas;
- the difficulties encountered in delivering oil and natural gas to
commercial markets;
- changes in customer demand;
- the uncertainty of our ability to attract capital;
- changes in the extensive government regulations regarding the oil and
natural gas business; and
- compliance with environmental regulations.
The information contained in this prospectus and in the documents
incorporated by reference into this prospectus identify additional factors that
could affect our operating results and performance. We urge you to carefully
consider those factors.
Our forward-looking statements are expressly qualified in their entirety by
this cautionary statement.
ABOUT CALLON PETROLEUM COMPANY
We have been engaged in the exploration, development, acquisition and
production of oil and gas properties since 1950. Our properties are
geographically concentrated offshore in the Gulf of Mexico, where we have
substantial experience. Since 1996, our primary focus has been on acquiring
exploration prospects, conducting 3-D and conventional 2-D seismic surveys of
these prospects and drilling exploration wells. We have assembled a balanced
portfolio of exploration projects in the Gulf of Mexico composed of:
- controlling working interests in projects with low exploration risk and
low drilling and completion costs targeting reserve deposits of between
three and 10 Bcf in the shallow Miocene area at depths of less than 4,000
feet;
- significant working interest in projects with higher exploration risk and
higher drilling and completion costs targeting reserve deposits of
between 10 and 100 Bcfe in the outer continental shelf area at depths of
between 7,000 and 17,000 feet; and
- small working interest in projects with high exploration risk and high
drilling and completion cost targeting reserve deposits in the deep water
area of the Gulf of Mexico.
Our principal executive offices are located at 200 North Canal Street,
Natchez, Mississippi 39120 and our telephone number is (601) 442-1601.
USE OF PROCEEDS
Unless otherwise set forth in the applicable prospectus supplement,
proceeds from the sale of the securities sold by us will be used for general
corporate purposes. These purposes may include
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acquisitions, working capital, capital expenditures, the repurchase of
outstanding securities and the repayment of indebtedness. Proceeds from the sale
of securities initially may be temporarily invested in short-term securities.
RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Our ratios of earnings to fixed charges and of earnings to combined fixed
charges and preferred stock dividends for the periods indicated below as
calculated under generally accepted accounting principles are as follows:
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
-------------------------------- JUNE 30,
1994 1995 1996 1997 1998 1999
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Ratio of earnings to fixed charges........... -- 1.6 8.8 3.3 -- --
Ratio of earnings to combined fixed charges
and preferred stock dividends.............. -- 1.3 1.2 1.7 -- --
When we calculate our ratio of earnings to fixed charges, "earnings" are
composed of the following:
- consolidated earnings or loss from continuing operations before tax,
excluding undistributed equity earnings or affiliated companies; plus
- fixed charges, excluding capitalized interest.
Fixed charges are comprised of the following:
- interest expense on indebtedness and capitalized interest;
- amortization of debt issuance costs, discounts and premiums; and
- the portion of capitalized leases deemed to be representative of
interest.
Earnings did not cover fixed charges by $679,000 through the second quarter
of 1999, $50.3 million in 1998 and $313,000 in 1994.
In calculating the ratio of earnings to combined fixed charges and
preferred stock dividends, fixed charges include pre-tax preferred stock
dividend requirements.
Earnings did not cover combined fixed charges and preferred stock dividends
by $2.7 million through the second quarter of 1999, $54.5 million in 1998 and
$313,000 in 1994.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be our direct unsecured obligations. The debt
securities will be either senior debt securities or subordinated debt
securities. The debt securities will be issued under one or more indentures
between us and a trustee that we will name in the prospectus supplement. Senior
debt securities will be issued under a "senior indenture" and subordinated debt
securities will be issued under a "subordinated indenture." Together, we refer
to the senior indenture and subordinated indenture as the "indentures."
We have not restated the indentures in their entirety. We filed the forms
of the indentures as exhibits to our registration statement. You should read the
indentures because they, and not this description, will control your rights as
holders of debt securities. In the summary below, we have included references to
section numbers of the applicable indentures so that you can easily locate these
provisions. Capitalized terms used in the summary have the meanings specified in
the indentures.
Unless otherwise specifically noted in the following discussion, references
to "we," "us" or "our" means Callon Petroleum Company without its subsidiaries.
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We have summarized the material provisions of the indentures in the
following order:
- those applicable to both indentures; and
- those applicable only to the subordinated indenture.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
General
The debt securities described in a prospectus supplement will be our
unsecured, senior or subordinated obligations. The senior debt securities will
rank equally with all of our other unsecured and unsubordinated debt, and will
rank senior to our subordinated debt. The subordinated debt securities will have
a junior position to our senior indebtedness. Subordinated debt securities may
rank equally with or junior to our existing subordinated indebtedness. The terms
of subordination are described below under "Provisions Applicable Solely to
Subordinated Debt Securities -- Subordination" and may be further described or
changed in a prospectus supplement.
A prospectus supplement relating to any series of debt securities that we
offer will include specific terms relating to that series. These terms will
include, among other things, some or all of the following:
- the title of the debt securities;
- the total principal amount;
- whether they are senior debt securities or subordinated debt securities;
- if they are subordinated debt securities, the terms of subordination if
different from those described below;
- whether the series of debt securities are issuable as registered
securities, bearer securities or both;
- whether any debt securities of the series are to be issuable in temporary
or permanent global form with or without coupons, and whether permanent
global securities may be exchanged for securities of such series;
- the person to whom any interest on any series shall be payable;
- the dates on which principal and any premium on the debt securities will
be payable;
- the interest rate or the method used to determine the interest rate,
record and interest payment dates;
- whether and under what circumstances any additional amounts with respect
to the debt securities will be payable;
- the place or places where payments on the debt securities are payable or
the method of payment and where the debt securities may be surrendered
for transfer or exchange;
- any optional redemption provisions;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the series of debt before final maturity;
- the denominations in which the debt securities will be issuable;
- whether payments on the debt securities will be payable in foreign
currency or currency units or another form, and whether payments will be
payable by reference to any index or formula;
- the portion of the principal amount of debt securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount;
- whether the securities of the series will be issued in the form of
book-entry securities, the depositary for such series, and the
circumstances for exchanging such book-entry securities for certificated
securities;
- any means of defeasance on the debt securities and any additional
conditions or limitations to defeasance of the debt securities;
- any changes to or additional events of default or covenants;
- if the principal amount payable at the stated maturity of any securities
will not be determinable at any time prior to the stated maturity, the
amount which shall be deemed to be the principal amount of such
securities as of any such time;
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- any restriction or condition on the transfer or exchange of the debt
securities;
- any rights that we may have to defer payments of interest;
- any terms for the conversion or exchange of the debt securities for other
securities of ours or any other entity; and
- any other terms of the series of debt securities.
A series of debt securities may be issued with an original issue discount.
An original issue discount provides that less than the entire principal amount
of the series of debt securities is payable upon declaration of acceleration of
the maturity of the series of debt securities. Special U.S. federal income tax
considerations may be applicable to debt securities issued at an original issue
discount. These special considerations will be set forth in a prospectus
supplement relating to the series of debt securities.
The indentures do not limit the amount of debt securities or other types of
indebtedness we may issue. The indentures allow debt securities to be issued up
to any principal amount that we may authorize. The subordinated indenture allows
us to issue subordinated debt securities which are convertible into other
securities, including shares of our common stock or preferred stock.
Debt securities may be issued in certificated or global form. (Sections
201, 203 and 301)
Information about the Trustee
The trustee may resign at any time. The prospectus supplement will describe
any rights the holders of a series of debt securities have to remove the
trustee. Under the Trust Indenture Act of 1939, as amended, governing trustee
conflicts of interest, any uncured Event of Default with respect to any series
of senior debt securities will force the trustee to resign as trustee under
either the subordinated indenture or the senior indenture. Similarly, any
uncured Event of Default with respect to any series of subordinated debt
securities will force the trustee to resign as trustee under either the senior
indenture or subordinated indenture. If the trustee resigns, is removed or
becomes incapable of acting as trustee, a successor trustee will have to be
appointed in accordance with the provisions of the applicable indenture.
Denominations
The prospectus supplement for each series of debt securities will state
whether we will issue the debt securities in registered form or in bearer form.
Modification of Indentures; Waiver of Covenants
We generally may amend the indentures or the debt securities with the
written consent of a majority in principal amount of the outstanding debt
securities of each series affected by the amendment, with each series voting
separately as a class. The holders of a majority in principal amount of the
outstanding debt securities of any series may also waive our compliance with any
provision of the indentures with respect to debt securities of that series. We
must, however, obtain the consent of each holder of debt securities affected by
an amendment or waiver which does, among other things, any of the following:
- changes the stated maturity of, or any installment of principal of or
interest on, any debt securities;
- reduces the principal amount of, or rate of interest or premium payable
on, any debt securities;
- reduces the amount of the principal of an original issue discount
security or other security which would be payable upon acceleration of
the debt securities;
- adversely affects any right of repayment at the option of a holder of any
debt security;
- reduces the amount of, or postpones the date fixed for, the payment of
any sinking fund or analogous obligation;
- changes the place of payment where, or the currency in which, any debt
security is payable;
- impairs the right to institute suit for the enforcement of any payment on
or after the stated maturity date of any debt security; or
- reduces the percentage of holders required to consent to any supplements,
modifications, waivers or amendments to the indentures. (Section 902)
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Additionally, the subordinated indenture may not be modified to alter the
terms of subordination of any outstanding series of subordinated debt securities
without the consent of the holder of senior indebtedness that would be adversely
affected by the modification. (Section 907 of the subordinated indenture)
If we issue convertible subordinated debt securities, the terms of
conversion may not be modified in a manner which is adverse to the holders of
the convertible subordinated debt securities without the consent of such
holders. (Section 902 of the subordinated indenture)
If we issue a series of debt securities with an original issue discount or
with a principal amount that is not fixed, the applicable prospectus supplement
will describe the manner in which we will determine whether holders of a
majority of principal amount of a series of debt securities have approved a
modification or waiver of a provision of an indenture.
We may amend the indentures or outstanding debt securities without notice
to or consent from any holder of the debt security to do, among other things,
any of the following:
- permit a successor corporation to assume our obligations under the
indenture following a merger, consolidation or similar transaction;
- add to our covenants for the benefit of the holders of any series of debt
securities;
- add additional events of default for the benefit of the holders of all or
any series of securities;
- accept the appointment of a successor trustee of one or more series and
to provide for more than one trustee, if applicable;
- cure any ambiguity, defect or inconsistency;
- secure debt securities issued pursuant to the indentures;
- provide that bearer securities may be registrable as to principal, amend
restrictions on the payment of principal, premiums or interest on bearer
securities, or permit bearer securities to be issued in exchange for
registered securities or bearer securities of other authorized
denominations;
- amend any provision of an indenture in a manner that does not apply to,
or modify the rights of holders of, any debt securities outstanding at
the time and entitled to rely on the provision;
- provide for uncertificated securities of any series;
- comply with the requirements of the SEC in order to effect or maintain
the qualification of the indentures under the Trust Indenture act; or
- make any change that does not adversely affect the interests of any
holder of outstanding debt securities. (Section 901)
Meetings of Holders of Debt Securities
Each indenture contains provisions for convening meetings of the holders of
a series if debt securities of that series are issuable as bearer securities.
(Section 1401) A meeting may be called at any time by the Trustee, by our board
of directors or the holders of at least 10% in aggregate principal amount of the
outstanding securities of such series. (Section 1402) Except for any consent
which must be given by the holder of each outstanding security affected thereby,
as described above, any resolution presented at a meeting (or adjourned meeting
at which a quorum is present) may be adopted by the affirmative vote of the
holders of a majority in aggregate principal amount of the outstanding
securities of that series; provided, however, that any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or
other action which may be made, given or taken by the holders of a specified
percentage which is less than a majority in aggregate principal amount of the
outstanding securities of a series may be adopted at a meeting (or adjourned
meeting duly reconvened at which a quorum is present) by the affirmative vote of
the holders of such specified percentage in aggregate principal amount of the
outstanding securities of that series. Any resolution passed or decision taken
at any meeting of holders of any series duly held in accordance with the
applicable indenture will be binding on all holders of that series and related
coupons. The quorum at any meeting, and at any reconvened meeting, will be
persons holding or representing a majority in aggregate principal amount of the
outstanding securities of a series. (Section 1404)
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No Protection if a Change of Control Occurs
Unless we otherwise state in a prospectus supplement, the debt securities
will not contain any provision which may allow holders of debt securities the
right to require us to repurchase the debt securities if a change of control
occurs or if we engage in a transaction which materially increases our leverage.
A change of control or a highly leveraged transaction could adversely affect the
holders of debt securities.
Events of Default
Unless we inform you otherwise in the prospectus supplement, "Event of
Default" means any of the following (Section 501):
- failure to pay the principal of or any premium on any debt security when
due;
- failure to pay interest on any debt security within 30 days after due;
- failure to deposit any sinking fund payment within 30 days after due;
- failure to perform, or breach of, any other covenant in the indenture
(other than an agreement or covenant that we have included in the
indenture solely for the benefit of other series of debt securities) that
continues for 90 days after we are given written notice;
- our bankruptcy, insolvency or reorganization; or
- any other Event of Default for that series of debt securities described
in the applicable prospectus supplement.
An Event of Default for a particular series of debt securities may, but
does not necessarily, constitute an Event of Default for any other series of
debt securities.
If an Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may declare the entire principal of
all the debt securities of that series to be due and payable immediately. If
this happens, subject to certain exceptions, the holders of a majority of the
aggregate principal amount of the debt securities of that series can void the
declaration. (Section 502).
The indentures provide that a holder of a series of debt securities may not
file a lawsuit or otherwise institute proceedings under the indenture or appoint
a receiver or trustee unless the following happens:
- the holders give the trustee written notice;
- the holders of 25% of the series of debt securities also give such notice
and offer reasonable indemnification to the trustee;
- the holders of at least a majority of the aggregate principal amount of
the series of debt securities do not give an inconsistent notice; and
- the trustee does not institute the proceeding within 60 days of the
demand. (Section 507).
The four requirements listed above do not apply to proceedings instituted
by a holder of a series of debt securities to enforce the payment of principal,
premium or interest. (Section 508).
If we issue a series of debt securities with an original issue discount,
the prospectus supplement will describe the amount a holder of the debt
securities is entitled to receive if the series of debt securities is declared
due and payable.
The trustee is not obligated to exercise any of its rights or powers under
an indenture at the request or direction of any holders, unless the holders
offer the trustee reasonable indemnity against costs, expenses and liabilities.
(Section 602). If they provide this reasonable indemnification, the holders of a
majority in aggregate principal amount of the outstanding debt securities of any
series may direct the time, method and place of conducting any proceeding or any
remedy available to the trustee, or exercising any power conferred upon the
trustee, for any series of debt securities. The trustee is not required to take
action which the trustee determines is prejudicial to the holders of the series
of debt securities who do not request the trustee to take the action, or which
may cause the trustee to have personal liability. (Sections 512 and 601).
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Covenants
Under the indentures, we have agreed, among other things, to:
- pay the principal of and any interest and any premium on the debt
securities when due (Section 1001);
- maintain a place of payment (Section 1002);
- deposit sufficient funds with the paying agent on or before the due date
for any principal, interest or any premium payment or, if we act as our
own paying agent, segregate such funds and hold them in trust for the
benefit of the holders of the debt securities (Section 1003);
- make all payments on the debt securities to holders who are United States
aliens without withholding for any taxes or other governmental charges,
if the debt securities of a series so provides; provided that if we are
required to make any such withholding, we will pay the additional amount
of such withholding to such holders (Section 1004); and
- deliver a report to the trustee at the end of each fiscal year reviewing
our obligations under the indenture (Section 1006).
Consolidation, Merger or Sale
The indentures generally permit us to consolidate or merge with or sell,
transfer or lease all or substantially all of our assets to another entity if we
comply with the terms and conditions of the indentures relating to such a
transaction, which include the following:
- the remaining or acquiring entity (if other than us) must (i) be formed
in a U.S. jurisdiction and (ii) assume all of our responsibilities and
liabilities under the indentures including the payment of all amounts
payable on the debt securities and performance of all the covenants in
the indentures;
- the transaction must not cause a default or event of default to occur;
and
- we must deliver to the trustee a certificate signed by certain of our
officers and an opinion of counsel stating that the transaction complies
with the indentures.
The remaining or acquiring entity will be substituted for us in the
indentures with the same effect as if it had been an original party to the
indentures. Thereafter, our successor may exercise our rights and powers under
the indentures, in our name or in its own name. Any act or proceeding required
or permitted to be done by our board of directors or any of our officers may be
done by the board or officers of the successor entity. If we sell all or
substantially all of our assets, we will be released from all our liabilities
and obligations under the indentures and under the debt securities. (Sections
801 and 803).
Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under an indenture. The following discussion of legal defeasance and
covenant defeasance (Sections 1301 to 1306) will be applicable to a series of
debt securities (other than convertible subordinated debt securities) only if we
choose to have them apply to that series.
Legal Defeasance
If we provide in an applicable prospectus supplement, and as long as we
take steps to make sure that you receive all or your payments under the debt
securities of that series and are able to transfer the debt securities of that
series, we can elect to legally release ourselves from any obligations on such
series of debt securities (such a release is called "legal defeasance") other
than:
- the rights of holders of outstanding notes to receive payments in respect
of the principal of and premium and interest on the debt securities when
these payments are due;
- our obligation to replace any temporary debt securities, register the
transfer or exchange of any debt securities, replace mutilated, lost or
stolen debt securities, compensate and reimburse the trustee, remove and
appoint a successor trustee, maintain an office or agency for payments in
respect of the debt securities and qualify the indenture under the Trust
Indenture Act;
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- the rights, powers, trusts, duties and immunities of the trustee; and
- the legal defeasance provisions of the indentures. (Section 1304)
In order for us to accomplish legal defeasance, the following must occur:
- We must irrevocably deposit with the trustee cash and/or U.S. government
and/or U.S. government agency securities that will generate enough cash
to make interest, principal and any other payments on such debt
securities on their various due dates.
- Such defeasance shall not cause the trustee to have a conflict of
interest.
- There must be a change in current U.S. federal tax law or an IRS ruling
that lets us make that deposit without causing you to be taxed on the
debt securities any differently than if we did not make the deposit and
just repaid the debt securities ourselves. Under current U.S. federal tax
law, the deposit and our legal release from the securities would be
treated as though we took back your debt securities and gave you your
share of the cash and notes or bonds deposited in trust. In that event,
you could recognize gain or loss on the debt securities you give back to
us.
- We must deliver to the trustee a legal opinion of our counsel confirming
the tax law change described above and that all of the conditions to
legal defeasance in the indenture have been satisfied.
We will not be able to achieve legal defeasance if there is a continuing
default or event of default under the indentures or if doing so would violate
any other material agreement to which we are a party. (Section 1304). If we ever
were to accomplish legal defeasance as described above, you would have to rely
solely on the trust deposit for repayment of the debt securities. You could not
look to us for repayment in the unlikely event of any shortfall.
Covenant Defeasance
Under current U.S. federal tax law, we can make the same type of deposit
described above and be released from certain covenants relating to a series of
debt securities. The release from these covenants is called covenant defeasance.
In that event, you would lose the protection of these covenants but would gain
the protection of having money and/or securities set aside in trust to repay the
series of debt securities. We may not defease an obligation, if any, to convert
a series of debt securities into shares of our common stock, preferred stock or
other securities as provided in the subordinated indenture. In order to achieve
covenant defeasance, we must do the following:
- We must deposit in trust for the benefit of all holders of the series of
debt securities cash and/or U.S. government or U.S. government agency
securities that will generate enough cash to make interest, principal and
any other payments on the debt securities on their various due dates.
- We must deliver to the trustee a legal opinion of our counsel confirming
that under current U.S. federal tax law we may make that deposit without
causing you to be taxed on the debt securities any differently than if we
did not make the deposit and just repaid the debt securities ourselves.
The opinion also must state that all of the conditions to covenant
defeasance in the indenture have been fulfilled.
Further, such defeasance may not cause the trustee to have a conflict of
interest.
We will not be able to achieve covenant defeasance if there is a continuing
default or event of default under the indenture or if doing so would violate any
other material agreements to which we are a party. The indenture describes the
types of covenants we may fail to comply with without causing an event of
default if we accomplish covenant defeasance. (Section 1303).
If we elect to make a deposit resulting in covenant defeasance, the amount
of money and/or U.S. government or U.S. government agency securities deposited
in trust should be sufficient to pay amounts due on the debt securities at the
time of their maturity. However, if the maturity of the debt securities is
accelerated due to the occurrence of an event of default, the amount in trust
may not be sufficient to pay all amounts due on the debt securities. We would
remain liable for
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the shortfall as described in the applicable indenture.
Form, Exchange, Registration and Transfer
We may issue debt securities of a series in definitive form solely as
registered securities, solely as bearer securities or as both registered
securities and bearer securities. Unless we otherwise indicate in an applicable
prospectus supplement, bearer securities will have interest coupons attached.
(Section 201) The indentures also provide that debt securities of a series may
be issuable in temporary or permanent global form. (Section 201)
Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if debt securities of
any series are issuable as both registered securities and bearer securities, at
the option of the holder, and subject to the terms of the applicable indenture,
bearer securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable for registered
securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Bearer securities surrendered in exchange
for registered securities between a regular record date or a special record date
and the relevant date for payment of interest shall be surrendered without the
coupon relating to such date for payment of interest, and interest accrued as of
such date will not be payable in respect of the registered security issued in
exchange for such bearer security, but will be payable only to the holder of
such coupon when due in accordance with the terms of the applicable indenture.
Unless we otherwise provide with respect to any series of debt securities,
bearer securities will not be issued in exchange for registered securities.
(Section 305)
Debt securities may be presented for exchange as provided above, and
registered securities may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed), at the office of the security
registrar or at the office of any transfer agent designated by us for such
purpose with respect to any series of debt securities and referred to in an
applicable prospectus supplement, without service charge and upon payment of any
taxes and other governmental charges as described in the indentures. Such
transfer or exchange will be effected upon the security registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Trustee will serve initially
as security registrar for purposes of registering registered securities and
transfers of registered securities. (Section 305) If a prospectus supplement
refers to any transfer agents (in addition to the security registrar) initially
designated by us with respect to any series of debt securities, we may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, except that, if debt
securities of a series are issuable solely as registered securities, we will be
required to maintain a transfer agent in each place of payment for such series
and, if debt securities of a series are also issuable as bearer securities, we
will be required to maintain (in addition to the security registrar) a transfer
agent in a place of payment for such series located outside the United States.
We may at any time designate additional transfer agents with respect to any
series of debt securities. (Section 1002)
In the event of any redemption in part, we shall not be required to
- issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business 15 days prior to the
selection of debt securities of that series for redemption and ending on
the close of business on (A) if debt securities of the series are
issuable only as registered securities, the day of mailing of the
relevant notice of redemption and (B) if debt securities of the series
are issuable as bearer securities, the date of the first publication of
the relevant notice of redemption, or if debt securities of the series
are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or
- register the transfer of or exchange any registered security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part, or
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- exchange any bearer security called for redemption, except that such a
bearer security may be exchanged for a registered security of that series
and like tenor, provided that such registered security shall be
simultaneously surrendered for redemption. (Section 305)
Payment and Paying Agents
Unless we otherwise indicate in an applicable Prospectus Supplement,
payment of principal of and any premium and interest on bearer securities will
be payable, subject to any applicable laws and regulations, at the offices of
such paying agents outside the United States as we may designate from time to
time, in the manner indicated in such prospectus supplement. (Section 1002)
Unless we otherwise indicate in an applicable prospectus supplement, payment of
interest on bearer securities on any interest payment date will be made only
against surrender to the paying agent of the coupon relating to such interest
payment date. (Section 1001) No payment with respect to any bearer security will
be made at any of our offices or agencies in the United States or by check
mailed to any address in the United States or by transfer to any account
maintained with a bank located in the United States. Notwithstanding the
foregoing, payments of principal of and any premium and interest on bearer
securities denominated and payable in U.S. dollars will be made at the office of
our paying agent in New York City, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)
Unless we otherwise indicate in an applicable prospectus supplement,
payment of principal of and any premium and interest on registered securities
will be made at the office of such paying agent or paying agents as we may
designate from time to time, except that at our option payment of any interest
may be made by check mailed on or before the due date to the holder's registered
address or by wire transfer. (Section 307) Unless we otherwise indicate in an
applicable prospectus supplement, payment of any installment of interest on
registered securities will be made to the person in whose name such registered
security is registered at the close of business on the regular record date for
such interest. (Section 307)
Unless we otherwise indicate in an applicable prospectus supplement, the
trustee will act as its own paying agent for payments with respect to debt
securities which are issuable solely as registered securities, and we will
maintain a paying agent outside the United States for payments with respect to
debt securities (subject to limitations described above in the case of bearer
securities) which are issuable solely as bearer securities or as both registered
securities and bearer securities. We will name any paying agents outside the
United States and any other paying agents in the United States initially
designated by us for the debt securities in an applicable prospectus supplement.
We may at any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any paying
agent acts, except that, if debt securities of a series are issuable solely as
registered securities, we will be required to maintain a paying agent in each
place of payment for such series and, if debt securities of a series are
issuable as bearer securities, we will be required to maintain (i) a paying
agent in New York City for principal payments with respect to any registered
securities of the series (and for payments with respect to bearer securities of
the series in the circumstances described above, but not otherwise), and (ii) a
paying agent in a place of payment located outside the United States where debt
securities of such series and any coupons appertaining thereto may be presented
and surrendered for payment. (Section 1002)
All moneys paid by us to a paying agent for the payment of principal of and
any premium or interest on any debt security which remain unclaimed at the end
of one year after such principal, premium or interest shall have become due and
payable will (subject to applicable escheat laws) be repaid to us, and the
holder of such debt security or any coupon will thereafter look only to us for
payment thereof. (Section 1003)
Global Debt Securities
Debt securities of a series may be issued in whole or in part in the form
of one or more global debt securities that will be deposited with, or on behalf
of, a depository identified in the prospectus supplement relating to such
series. (Section 203) Unless and until it is exchanged in whole or in part for
the individual debt securities represented
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thereby, a global debt security may not be transferred except as a whole by the
depository for such global debt security to a nominee of such depository or by a
nominee of such depository to such depository or another nominee of such
depository or by the depository or any nominee to a successor depository or any
nominee of such successor. (Section 305)
We will describe the specific terms of the depository arrangement with
respect to a series of debt securities and certain limitations and restrictions
relating to a series of bearer securities in the form of one or more global debt
securities will be described in the prospectus supplement relating to such
series.
Governing Law
New York law will govern the indenture and the debt securities.
Notices
Except as otherwise provided in the indentures, notices to holders of
bearer securities will be given by publication at least twice in a daily
newspaper in New York City and in such other city or cities as may be specified
in such bearer securities. Notices to holders of registered securities will be
given by mail to the addresses of such holders as they appear in the security
register. (Section 106)
Title
Title to any bearer securities (including bearer securities in permanent
global form) and any coupons appertaining thereto will pass by delivery. We, the
Trustee and any agent of ours or the Trustee may treat the bearer of any bearer
security and the bearer of any coupon and the registered owner of any registered
security as the owner thereof (whether or not such debt security or coupon shall
be overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Section 308)
Replacement of Securities and Coupons
We will replace any mutilated debt security or a debt security with a
mutilated coupon appertaining thereto at the expense of the holder upon
surrender of such debt security to the trustee. We will replace debt securities
or coupons that became destroyed, stolen or lost at the expense of the holder
upon delivery to the trustee of the debt security and coupons or evidence of
destruction, loss or theft thereof satisfactory to us and the trustee; in the
case of any coupon which becomes destroyed, stolen or lost, we will replace such
coupon by issuance of a new debt security in exchange for the debt security to
which such coupon appertains. In the case of a destroyed, lost or stolen debt
security or coupon, an indemnity satisfactory to the trustee and us may be
required of the holder of such debt security or coupon before we will issue a
replacement debt security. (Section 306)
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
Subordination
Under the subordinated indenture, payment of the principal, interest and
any premium on the subordinated debt securities will be subordinated and junior
in right of payment to the prior payment in full of certain of our senior
indebtedness. (Section 1701) The indebtedness that will be senior indebtedness
with respect to a series of subordinated debt securities is described in the
subordinated indenture as may be modified by the applicable supplemental
indenture.
The subordinated indenture provides that no payment of principal, interest
or premium may be made on the subordinated debt securities if:
- we fail to pay the principal, interest, any premium or other amounts when
due on any indebtedness described as specified senior indebtedness in the
subordinated indenture as may be modified by the applicable supplemental
indenture; or
- we default in performing any other covenant in any senior indebtedness if
the covenant default allows the holders of such specified senior
indebtedness to accelerate the maturity of the specified senior
indebtedness. (Section 1603)
A covenant default will prevent us from paying the subordinated debt
securities only for up to 179 days after the holders of the specified senior
indebtedness notify us and the trustee that a blockage period has begun. The
holders of
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specified senior indebtedness may only give one such notice during a 360 day
period. (Section 1603)
The subordination does not affect our obligation, which is absolute and
unconditional, to pay, when due, principal of, premium, if any, and interest on
the subordinated debt securities. In addition, the subordination does not
prevent the occurrence of any default under the subordinated indenture. (Section
1606).
The subordinated indenture will not limit the amount of senior debt that we
may incur. As a result of the subordination of the subordinated debt securities,
if we became insolvent, holders of subordinated debt securities may receive less
on a proportionate basis than other creditors.
Conversion
Under the subordinated indenture we may issue subordinated debt securities
which are convertible into or exchangeable for our common stock, preferred
stock, debt securities, other securities or property or securities or property
issued by another entity. Convertible subordinated debt securities will be
convertible on terms and at a conversion price described in the prospectus
supplement. (Section 301, 1501 and 1502) The subordinated indenture will provide
for adjustments in the conversion price if we make changes to our capital
structure. (Section 1504)
If the securities are convertible into our common stock, the conversion
price will be subject to change if any of the following events occur:
- we issue common stock as a dividend to our shareholders;
- we subdivide, combine or reclassify our common stock;
- we issue rights, which may be exercised for 45 days or less, to our
shareholders to purchase common stock at a price per share less than the
market price of the common stock at the time the rights are issued; or
- we distribute to our shareholders debt securities, equity securities or
assets, other than cash dividends paid from our surplus. (Section 1504)
Adjustments in the conversion price may have tax consequences. These tax
consequences, if applicable, will be described in the prospectus supplement. We
also will not issue fractional shares upon conversion, but will pay the value of
a fractional share to the person who would otherwise be entitled to receive such
payment. (Section 1503)
If we consolidate or merge with, or sell all or substantially all of our
assets to, another company, the convertible subordinated debt securities will be
convertible into the consideration that a holder of the convertible subordinated
debt securities would have received had the holder exercised the conversion
rights immediately before the consolidation, merger or sale. (Section 1505)
If a series of subordinated debt securities is convertible into anything
other than our common stock, the prospectus supplement will describe the
following:
- the events which will cause an adjustment in the conversion price;
- any related tax consequences of the adjustments in the conversion price;
- any special treatment of fractional shares; and
- the effect of a consolidation, merger or sale of all or substantially all
of our assets on the conversion rights.
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DESCRIPTION OF CAPITAL STOCK
Selected provisions of our organizational documents are summarized below.
The summary is not complete. You should read the organizational documents, which
are filed as exhibits to the registration statement, for other provisions that
may be important to you. In addition, you should be aware that the summary below
does not give full effect to the terms of the provisions of statutory or common
law which may affect your rights as a stockholder.
We are authorized to issue 20 million shares of common stock and 2.5
million shares of preferred stock. As of September 15, 1999, 8,557,906 shares of
common stock were outstanding and 1,045,461 shares of preferred stock were
outstanding. As of September 15, 1999, 255,492 shares of common stock were
reserved for issuance under our 1994 Stock Incentive Plan, 1996 Stock Incentive
Plan and the 1997 Employee Stock Purchase Plan.
COMMON STOCK
Listing
Our common stock is listed on the New York Stock Exchange under the symbol
"CPE." Any additional common stock that we issue will also be listed on the New
York Stock Exchange, unless otherwise indicated in a prospectus supplement.
Dividends
Shareholders may receive dividends declared by our board of directors if,
as and when our board of directors declares any such dividends. The indentures
for our existing subordinated debt and our loan agreements with banks contain
restrictions on the payment of dividends.
Fully Paid
All of our outstanding shares of common stock are fully paid and
non-assessable. Any additional shares of common stock will also be fully paid
and non-assessable.
Voting Rights
Each share of common stock is entitled to one vote in the election of
directors and other matters submitted to our shareholders. Our common stock does
not have cumulative or preemptive rights.
Other Provisions
We will notify holders of common stock of any shareholders' meetings in
accordance with applicable law. If we liquidate, dissolve or wind-up, whether
voluntarily or not, our common stockholders will share equally in the assets
remaining after we pay our creditors and holders of our preferred stock.
Transfer Agent and Registrar
American Stock Transfer and Trust Company is the registrar and transfer
agent for our common stock.
PREFERRED STOCK
The following description of the terms of the preferred stock sets forth
general terms and provisions of the preferred stock to which a prospectus
supplement may relate. Specific terms of any series of preferred stock offered
by a prospectus supplement will be described in the prospectus supplement
relating to such series. You should read the certificate of designations
establishing a particular series of preferred stock, which will be filed with
the SEC in connection with the offering of such series for other provisions that
may be important to you.
Our board of directors can, without approval of our shareholders, issue one
or more series of preferred stock. The board can also determine the number of
shares of each series and the rights, preferences, privileges and restrictions
including the dividend rights, voting rights, conversion rights, redemption
rights and any liquidation preferences of any series of preferred stock and the
terms and conditions of issue. In some cases, the issuance of preferred stock
could delay a change in the persons and entities controlling us and make it
harder to remove present management. Under certain circumstances, preferred
stock could also restrict dividend payments to holders of our common stock or
restrict our ability to repurchase or redeem shares while there is an arrearage
in the payment of dividends to the holders of preferred stock.
The preferred stock will, when issued, be fully paid and non-assessable.
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The transfer agent, registrar and dividend disbursement agent for a series
of preferred stock will be named in a prospectus supplement. The registrar for
preferred stock will send notices to shareholders of any meetings at which
holders of the preferred stock have the right to elect directors or to vote on
any other matter.
If we offer preferred stock, the specific terms of a particular series will
be described in the prospectus supplement, and will include the following:
- the maximum number of shares to constitute the series and the distinctive
designations of such series;
- the dividend rate, whether dividends will be paid in preference to
dividends on common stock, and whether dividends will be cumulative;
- whether and the manner in which the preferred stock will be redeemable;
- any liquidation preference applicable to the preferred stock;
- whether and the manner in which the preferred stock will be subject to a
retirement or sinking fund that requires us to repurchase the shares;
- any conversion rights applicable to the preferred stock;
- any restrictions on the ability to sell or transfer the preferred stock;
- any voting rights; and
- any other preferences or other special rights or limitations.
Series A Preferred Stock
In November 1995, we issued and sold 1,315,500 shares of series A preferred
stock.
Dividend Rights. Holders of the series A preferred stock are entitled to an
annual cash dividend of $2.125 per share, payable quarterly. If dividends are
not paid in full on all outstanding shares of the series A preferred stock and
any other security ranking on parity with the series A preferred stock,
dividends declared on the series A preferred stock and such other parity stock
are paid pro rata. Unless full cumulative dividends on all outstanding shares of
series A preferred stock have been paid, no dividends (other than in common
stock or other stock ranking junior to the series A preferred stock) may be
paid, or any other distributions made, on the common stock or on any other stock
of ours ranking junior to the series A preferred stock, nor may any common stock
or any other stock of ours ranking junior to or on a parity with the series A
preferred stock be redeemed, purchased or otherwise acquired for any
consideration by us (except by conversion into or exchange for stock of Callon
ranking junior to the series A preferred stock).
Conversion. The series A preferred stock is convertible at any time prior
to being called for redemption into common stock at a rate of approximately
2.273 shares of common stock for each share of series A preferred stock, subject
to adjustment for certain antidilutive events. From time to time, we may reduce
the conversion price by any amount for a period of at least 20 days if the board
of directors determines that such reduction is in our best interests. In the
event of certain changes in control or fundamental changes, holders of series A
preferred stock have the right to convert all of their series A preferred stock
into common stock at a rate equal to the average of the last reported sales
prices of the common stock for the five business days ending on the last
business day preceding the date of the change in control or fundamental change.
We or our successor may elect to distribute cash to such holders in lieu of
common stock at an equal value.
Exchange. The series A preferred stock may be exchanged at our option for
convertible debentures beginning on January 15, 1998 at the rate of $25
principal amount of convertible debentures for each share of preferred stock,
provided that all accrued and unpaid dividends have been paid and certain other
conditions are met. See "Convertible Debentures" below.
Redemption. On or after December 31, 1998, we may from time to time redeem
the series A preferred stock at an initial redemption price of $26.488. On
December 31 of each year thereafter and until December 31, 2005, the redemption
price decreases. On December 31, 2005 and thereafter, the redemption price shall
remain at $25.
Voting Rights. The holders of series A preferred stock have no voting
rights, except as otherwise provided by law. However, if dividend
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payments are in arrears in an amount equal to or exceeding six quarterly
dividends, the number of our directors will be increased by two and the holders
of the series A preferred stock (voting separately as a class) will be entitled
to elect the additional two directors until all dividends have been paid. In
addition, we may not create, issue or increase the authorized number of shares
of any class or series of stock ranking senior to the series A preferred stock
or alter, change or repeal any of the powers, rights or preferences of the
holders of the series A preferred stock as to adversely affect such powers,
rights or preferences.
Convertible Debentures. At our option, the series A preferred stock may be
converted into convertible debentures. The convertible debentures, if issued,
will be issued under an indenture between Callon and Bank One Columbus, NA, as
trustee, a copy of which is filed as an exhibit to our Form 10-K for fiscal year
1996. The convertible debentures will be our unsecured, subordinated
obligations, limited in aggregate principal amount to the aggregate liquidation
preference of the series A preferred stock and will mature on December 31, 2010.
We must pay interest on the convertible debentures semiannually following the
issue thereof at the rate of 8.5% per annum. The convertible debentures are to
be issued in fully registered form, without coupons, in denominations of $25 or
any integral multiple thereof.
In a December 1998 private transaction, a preferred stockholder elected to
convert 59,689 shares of preferred stock into 136,867 shares of our common
stock. Subsequent to December 31, 1998, several other preferred stockholders,
through private transactions, converted 210,350 shares of preferred stock into
502,632 shares of our common stock under similar terms.
STAGGERED BOARD OF DIRECTORS
Our certificate of incorporation and bylaws divide our board of directors
into three classes, as nearly equal in number as possible, serving staggered
three-year terms. The certificate of incorporation and bylaws also provide that
the classified board provision may not be amended without the affirmative vote
of the holders of 80% or more of the voting power of our capital stock. The
classification of the board of directors has the effect of requiring at least
two annual stockholder meetings, instead of one, to effect a change in control
of the board of directors, unless the articles of incorporation are amended.
DELAWARE ANTI-TAKEOVER STATUTE
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents us from
engaging in a business combination with an "interested stockholder" (generally,
a person owning 15% or more of our outstanding voting stock) for three years
following the time that person becomes a 15% stockholder unless either:
- before that person became a 15% stockholder, our board of directors
approved the transaction in which the stockholder became a 15%
stockholder or approved the business combination;
- upon completion of the transaction that resulted in the stockholder's
becoming a 15% stockholder, the stockholder owns at least 85% of our
voting stock outstanding at the time the transaction began (excluding
stock held by directors who are also officers and by employee stock plans
that do not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer); or
- after the transaction in which that person became a 15% stockholder, the
business combination is approved by our board of directors and authorized
at a stockholder meeting by at least two-thirds of the outstanding voting
stock not owned by the 15% stockholder.
Under the Section 203, these restrictions also do not apply to certain
business combinations proposed by a 15% stockholder following the disclosure of
an extraordinary transaction with a person who was not a 15% stockholder during
the previous three years or who became a 15% stockholder with the approval of a
majority of our directors. This exception applies only if the extraordinary
transaction is approved or not opposed by a majority of our directors who were
directors before any person became a 15% stockholder in the previous three
years, of the successors of these directors.
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LIMITATION ON DIRECTORS' LIABILITY
Delaware has adopted a law that allows corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations allowed by the law,
directors are accountable to corporations and their stockholders for monetary
damages for acts of gross negligence. Although the Delaware law does not change
directors' duty of care, it allows corporations to limit available relief to
equitable remedies such as injunction or rescission. Our certificate of
incorporation limits the liability of our directors to the fullest extent
permitted by this law. Specifically, our directors will not be personally liable
for
monetary damages for any breach of their fiduciary duty as a director, except
for liability
- for any breach of their duty of loyalty to the company or our
stockholders;
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- under provisions relating to unlawful payments of dividends or unlawful
stock repurchases or redemptions; or
- for any transaction from which the director derived an improper personal
benefit.
This limitation may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefitted our stockholders.
DESCRIPTION OF SECURITIES WARRANTS
We may issue securities warrants entitling the holder to purchase our debt
securities, preferred stock or common stock as described in the prospectus
supplement relating to the issuance of the securities warrants. Securities
warrants may be issued independently or together with other of our securities
and may be attached to or separate from other securities. The securities
warrants will be issued under warrant agreements to be entered into between us
and a bank or trust company that acts as warrant agent. The warrant agent will
act solely as our agent in connection with securities warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
of securities warrants or beneficial owners of securities warrants.
The specific terms of any securities warrants will be described in the
applicable prospectus supplement.
INTRODUCTION
The prospectus supplement will describe the terms of any securities
warrants offered, including the following:
- the amount of securities warrants to be registered and the purchase price
and manner of payment to acquire the securities warrants;
- a description, including amount, of the debt securities, preferred stock
or common stock which may be purchased upon exercise;
- the exercise price which must be paid to purchase the securities upon
exercise of a securities warrant and any provisions for changes or
adjustments in the exercise price;
- any date on which the securities warrants and the related debt
securities, preferred stock or common stock will be separately
transferable;
- the dates on which the right to exercise the securities warrants shall
commence and expire;
- a discussion of certain U.S. federal income tax, accounting and other
special considerations, procedures and limitations relating to the
securities warrants; and
- any other material terms of the securities warrants.
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Holders of securities warrants will not have any of the rights of holders
of our debt securities, preferred stock or common stock that may be purchased
upon exercise until they exercise the securities warrants and receive the
underlying securities. These rights include the right to receive payments of
principal of, any premium on, or any interest on, the debt securities
purchasable upon such exercise or to enforce the covenants in the indentures or
to receive payments of dividends on the preferred stock or common stock which
may be purchased upon exercise or to exercise any voting right.
EXERCISE OF SECURITIES WARRANTS
After the close of business on the expiration date described in the
prospectus supplement, securities warrants will expire and the holders will no
longer have the right to exercise the securities warrants and receive the
underlying securities. Securities warrants may be exercised by delivering a
properly completed certificate in the form attached to the securities warrants
and payment of the exercise price as provided in the prospectus supplement. We
will issue and deliver our debt securities, preferred stock or common stock as
soon as possible following receipt of the certificate and payment described
above. If less than all of the securities warrants represented by a certificate
are exercised, we will issue a new certificate for the remaining securities
warrants. The foregoing terms of exercise may be modified by us in a prospectus
supplement.
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS
AND SECURITIES PURCHASE UNITS AND PREPAID SECURITIES
We may also issue securities purchase contracts which obligate the holder
of the contracts to purchase, and obligate us to sell, our common stock or
preferred stock at one or more times in the future. The prospectus supplement
will describe the terms of any securities purchase contracts, including the
following to the extent applicable:
- whether the holder is obligated to purchase our common stock or preferred
stock, and the dates on which such shares must be purchased;
- the purchase price of the common stock or preferred stock, which may be
fixed at the time of issuance or determined in the future by a formula;
- any periodic payments that we must make to the holders of the securities
purchase contracts, or any periodic payments that the holders must make
to us and whether these periodic payments are unsecured or prefunded in
some manner; and
- any collateral that a holder of securities purchase contracts is
obligated to pledge to secure the holder's obligations to purchase
securities and make periodic payments under the contract.
Securities purchase contacts may be issued with our debt securities,
preferred stock or other securities as a unit, referred to as a "securities
purchase unit." If securities purchase units are issued, the debt securities,
preferred stock or other securities which are part of the units may be pledged
to secure the holder's obligation to purchase the common stock or preferred
stock and to make any periodic payments provided for in the securities purchase
contract. A securities purchase unit may also provide for the substitution of
U.S. Treasury securities or securities of other persons for the debt securities,
preferred stock or other securities initially issued as part of the securities
purchase units. Securities purchase units may also give a financial institution
or other person the right to purchase the debt securities, preferred stock or
other securities which are part of the securities purchase units. We may also
have the right or obligation to deliver newly issued prepaid securities purchase
contracts ("prepaid securities") upon release to a holder of any collateral
securing the holder's obligations under the original stock purchase contract.
Any such purchase rights will be described in a prospectus supplement.
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PLAN OF DISTRIBUTION
We may sell the securities
(1) through underwriters or dealers;
(2) through agents;
(3) directly to purchasers;
(4) through remarketing firms; or
(5) through a combination of any such methods of sale.
Any such underwriter, dealer or agent may be deemed to be an underwriter
within the meaning of the Securities Act of 1933.
UNDERWRITERS OR DEALERS
If underwriters are utilized in the sale, the securities will be acquired
by the underwriters for their own account. The underwriters may sell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to several conditions set forth in an agreement between us and the underwriters.
The underwriters will be obligated to purchase all of the securities offered if
any of the securities are purchased. Any public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers may be changed from time
to time. We may grant underwriters who participate in the distribution of
securities an option to purchase additional securities if they sell more
securities than they purchased.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, in which selling concessions allowed
to syndicate members or other broker-dealers for the offered securities sold for
their account may be reclaimed by the syndicate if such offered securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, these activities may be discontinued.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
AGENTS
We may designate agents who agree to use their reasonable efforts to
solicit purchasers for the period of their appointment or to sell securities on
a continuing basis.
DIRECT SALES
We may also sell securities directly to one or more purchasers without
using underwriters or agents.
REMARKETING FIRMS
The securities may be re-sold to the public following their redemption or
repayment by one or more remarketing firms. Remarketing firms may act as
principals for their own accounts or as agents for us.
RIGHTS OFFERINGS; CONVERSIONS
If we were to issue rights on a pro rata basis to our shareholders, we may
be able to use this prospectus to offer and sell the securities underlying the
rights. We may also be able to use the prospectus to offer and sell securities
to be received upon conversion of any convertible securities we may issue or
upon exercise of transferable warrants that may be issued by us or an affiliate.
GENERAL INFORMATION
Underwriters, dealers, agents and remarketing firms that participate in the
distribution of the securities may be underwriters as defined in the Securities
Act of 1933, and any discounts or commissions received by them from us and any
profit on the resale of the securities by them may be treated as underwriting
discounts and commissions under the Securities Act of 1933. Any
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23
underwriter, dealer, agent or remarketing firm will be identified and the terms
of the transaction, including their compensation, will be described in a
prospectus supplement. We may have agreements with underwriters, dealers, agents
or remarketing firms to indemnify them against certain liabilities, including
liabilities under the Securities Act of 1933, or to contribute with respect to
payments which the underwriters, dealers or agents may be required to make.
Underwriters, dealers, agents or remarketing firms, or their affiliates may be
customers of, engage in transactions with or perform services for, us or our
subsidiaries in the ordinary course of their business.
All debt securities will be new issues of securities with no established
trading market. Any underwriters to whom debt securities are sold by us for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any debt securities.
We may use agents and underwriters to solicit offers by certain
institutions to purchase debt securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on the date stated in the prospectus
supplement. Delayed delivery contracts will be subject to only those conditions
set forth in the prospectus supplement. A commission indicated in the prospectus
supplement will be paid to underwriters and agents soliciting purchases of debt
securities pursuant to delayed delivery contracts accepted by us.
EXPERTS
INDEPENDENT ACCOUNTANTS
The audited consolidated financial statements as of December 31, 1998 and
for the three years in the period ended December 31, 1998, incorporated by
reference elsewhere in this registration statement, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
RESERVE ENGINEERS
The information incorporated by reference in this prospectus regarding our
quantities of oil and gas and future net cash flows and the present values
thereof from such reserves is based on estimates of such reserves and present
values prepared by Huddleston & Co., Inc., an independent petroleum and
geological engineering firm.
LEGAL MATTERS
The validity of the issuance of the securities will be passed upon for us
by our lawyers, Haynes and Boone, LLP, Houston, Texas. Counsel named in the
prospectus supplement will issue opinions about the validity of the securities
for any agents, dealers or underwriters.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses payable by Callon Petroleum Company
(the "Company" or "Registrant") in connection with the issuance and distribution
of the securities being registered. All amounts shown are estimates, except the
registration fee.
Securities and Exchange Commission Registration Fee......... $ 34,750
Printing Expenses........................................... 100,000
Legal Fees and Expenses..................................... 150,000
Accounting Fees and Expenses................................ 50,000
Fees and Expenses of Trustee and Counsel.................... 10,000
Miscellaneous Fees.......................................... 50,000
--------
Total............................................. $394,750
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which the Company is incorporated, provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents (or persons serving at the request of the Company
as a director, officer, employee or agent of another entity) against expenses,
judgments, fines, and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative, or investigative suit or
action except actions by or in the right of the corporation if, in connection
with the matters in issue, they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable cause to believe
their conduct was unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the corporation, a
Delaware corporation may indemnify its directors, officers, employees and agents
(or persons serving at the request of the Company as a director, officer,
employee or agent of another entity) against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue, or matter as to which such person has been adjudged
liable to the corporation unless the Delaware Court of Chancery or other court
in which such action or suit is brought approves such indemnification. Section
145 further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise, and
or purchase indemnity insurance on behalf of its directors and officers. Article
Eight of the Certificate of Incorporation of the Company, as amended, and
Article IX of the Bylaws of the Company, as amended, provide, in general, that
the Company may indemnify its directors, officers, employees and agents (or
persons serving at the request of the Company as a director, officer, employee
or agent of another entity) to the full extent of Delaware law.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(1) UNDERWRITING AGREEMENT
**1.1 -- Form of Underwriting Agreement.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.1 -- Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form S-4, filed
August 4, 1994, Reg. No. 33-82408)
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.2 -- Certificate of Merger of Callon Consolidated Partners,
L.P. with and into the Company, dated September 16, 1994
(incorporated by reference from Exhibit 3.2 of the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1994)
4.3 -- Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement on
Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.4 -- Specimen Common Stock Certificate (incorporated by
reference from Exhibit 4.1 of the Company's Registration
Statement on Form S-4, filed August 4, 1994, Reg. No.
33-82408)
4.5 -- Specimen Preferred Stock Certificate (incorporated by
reference from Exhibit 4.2 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.6 -- Designation of Series A Preferred Stock (incorporated by
reference from Exhibit 4.3 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.7 -- Indenture for Convertible Debentures (incorporated by
reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.8 -- Certificate of Correction of Designation of Series A
Preferred Stock (incorporated by reference from Exhibit
4.4 of the Company's Registration Statement on Form
S-1/A, filed November 22, 1996, Reg. No. 33-15501)
4.9 -- Form of Note Indenture for Company's 10% Senior
Subordinated Notes due 2001 (incorporated by reference
from Exhibit 4.6 of the Company's Registration Statement
on Form S-1/A, filed November 22, 1996, Reg. No.
333-15501)
4.10 -- Form of Note Indenture for Company's 10.25% Senior
Subordinated Notes due 2004 (incorporated by reference
from Exhibit 4.10 of the Company's Registration Statement
on Form S-2, filed June 14, 1999, Reg. No. 333-80579)
*4.11 -- Form of Senior Indenture
*4.12 -- Form of Subordinated Indenture
(5) OPINION REGARDING LEGALITY
*5.1 -- Opinion of Haynes and Boone, L.L.P.
(12) STATEMENTS REGARDING COMPUTATION OF RATIOS
*12.1 -- Computation of ratio of earnings to fixed charges.
(23) CONSENTS OF EXPERTS AND COUNSEL
*23.1 -- Consent of Haynes and Boone, L.L.P. (included in Exhibit
5.1).
*23.2 -- Consent of Arthur Andersen LLP.
*23.3 -- Consent of Huddleston & Co., Inc.
(24) POWER OF ATTORNEY
24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement)
(25) STATEMENT OF ELIGIBILITY OF TRUSTEE
**25.1 -- Statement of Eligibility and Qualification on Form T-1 of
Trustee.
- ---------------
* Filed herewith.
** To be filed as an exhibit to Callon Petroleum Company's Current Report on
Form 8-K in connection with a specific offering.
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ITEM 17. UNDERTAKINGS
(a) 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 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;
(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 (a)(1)(i) and (a)(1)(ii) above 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.
(b) 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.
(c) 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
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(d) 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 of 1933 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.
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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 Houston, State of Texas, on the 28th day of
September, 1999.
CALLON PETROLEUM COMPANY
/s/ FRED L. CALLON
------------------------------------
Fred L. Callon
Chief Executive Officer and
President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Fred L. Callon and John S. Weatherly his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission and any state securities regulatory board or
commission any documents relating to the proposed issuance and registration of
the securities offered pursuant to this Registration Statement on Form S-3 under
the Securities Act of 1933, as amended, including any amendment or amendments
relating thereto (and, in addition, any Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, for the offering to
which this Registration Statement relates), with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys-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 to all intents and purposes as he or she 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 or his substitute or
substitutes, may lawfully do or cause to be done.
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 28th day of September,
1999:
SIGNATURE CAPACITIES DATE
--------- ---------- ----
/s/ FRED L. CALLON Chief Executive Officer and September 28, 1999
- ----------------------------------------------------- President (Principal Executive
Fred L. Callon Officer)
/s/ JOHN S. WEATHERLY Senior Vice President and Chief September 28, 1999
- ----------------------------------------------------- Financial Officer (Principal
John S. Weatherly Accounting and Financial
Officer)
/s/ DENNIS W. CHRISTIAN Director, Senior Vice President, September 28, 1999
- ----------------------------------------------------- Chief Operating Officer
Dennis W. Christian
/s/ JOHN S. CALLON Director September 28, 1999
- -----------------------------------------------------
John S. Callon
/s/ LEIF DONS Director September 28, 1999
- -----------------------------------------------------
Leif Dons
/s/ ROBERT A. STANGER Director September 28, 1999
- -----------------------------------------------------
Robert A. Stanger
/s/ JOHN C. WALLACE Director September 28, 1999
- -----------------------------------------------------
John C. Wallace
/s/ B. F. WEATHERLY Director September 28, 1999
- -----------------------------------------------------
B. F. Weatherly
/s/ RICHARD O. WILSON Director September 28, 1999
- -----------------------------------------------------
Richard O. Wilson
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(1) UNDERWRITING AGREEMENT
**1.1 -- Form of Underwriting Agreement.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.1 -- Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form S-4, filed
August 4, 1994, Reg. No. 33-82408)
4.2 -- Certificate of Merger of Callon Consolidated Partners,
L.P. with and into the Company, dated September 16, 1994
(incorporated by reference from Exhibit 3.2 of the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1994)
4.3 -- Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement on
Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.4 -- Specimen Common Stock Certificate (incorporated by
reference from Exhibit 4.1 of the Company's Registration
Statement on Form S-4, filed August 4, 1994, Reg. No.
33-82408)
4.5 -- Specimen Preferred Stock Certificate (incorporated by
reference from Exhibit 4.2 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.6 -- Designation of Series A Preferred Stock (incorporated by
reference from Exhibit 4.3 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.7 -- Indenture for Convertible Debentures (incorporated by
reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-1/A, filed November 13, 1995, Reg.
No. 33-96700)
4.8 -- Certificate of Correction of Designation of Series A
Preferred Stock (incorporated by reference from Exhibit
4.4 of the Company's Registration Statement on Form
S-1/A, filed November 22, 1996, Reg. No. 33-15501)
4.9 -- Form of Note Indenture for Company's 10% Senior
Subordinated Notes due 2001 (incorporated by reference
from Exhibit 4.6 of the Company's Registration Statement
on Form S-1/A, filed November 22, 1996, Reg. No.
333-15501)
4.10 -- Form of Note Indenture for Company's 10.25% Senior
Subordinated Notes due 2004 (incorporated by reference
from Exhibit 4.10 of the Company's Registration Statement
on Form S-2, filed June 14, 1999, Reg. No. 333-80579)
*4.11 -- Form of Senior Indenture
*4.12 -- Form of Subordinated Indenture
(5) OPINION REGARDING LEGALITY
*5.1 -- Opinion of Haynes and Boone, L.L.P.
(12) STATEMENTS REGARDING COMPUTATION OF RATIOS
*12.1 -- Computation of ratio of earnings to fixed charges.
(23) CONSENTS OF EXPERTS AND COUNSEL
*23.1 -- Consent of Haynes and Boone, L.L.P. (included in Exhibit
5.1).
*23.2 -- Consent of Arthur Andersen LLP.
*23.3 -- Consent of Huddleston & Co., Inc.
(24) POWER OF ATTORNEY
24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement)
31
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(25) STATEMENT OF ELIGIBILITY OF TRUSTEE
**25.1 -- Statement of Eligibility and Qualification on Form T-1 of
Trustee.
- ---------------
* Filed herewith.
** To be filed as an exhibit to Callon Petroleum Company's Current Report on
Form 8-K in connection with a specific offering.