1
As filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-44564
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
--------------------
DELAWARE
(State or other jurisdiction of 95-2841597
incorporation or organization) (I.R.S. employer identification number)
HARKEN ENERGY CORPORATION
16285 PARK TEN PLACE, SUITE 600
HOUSTON, TEXAS 77084
(281) 717-1300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
KAREN KERR-JOHNSON
ASSISTANT GENERAL COUNSEL
HARKEN ENERGY CORPORATION
16285 PARK TEN PLACE, SUITE 600
HOUSTON, TEXAS 77084
(281) 717-1300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
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: [ ]
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, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
2
EXPLANATION OF FILING
This Pre-Effective Amendment No. 1 to the Registration Statement on Form
S-3 is being filed to correct Exhibit 23.2, the correct copy of which is
attached hereto.
3
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 August 28, 2000.
HARKEN ENERGY CORPORATION
*
-----------------------------------
Mikel D. Faulkner, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* August 28, 2000
- -------------------------------
Mikel D. Faulkner Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
*
- ------------------------------- President, Chief Operating Officer August 28, 2000
Bruce N. Huff (Principal Accounting Officer and
Principal Financial Officer) and Director
*
- ------------------------------- Vice Chairman, Director August 28, 2000
Stephen C. Voss
*
- -------------------------------
J. William Petty Director August 28, 2000
*
- -------------------------------
Michael M. Ameen, Jr. Director August 28, 2000
- ------------------------------- August 28, 2000
Hobart A. Smith Director
August 28, 2000
- -------------------------------
Gary B. Wood Director
* August 28, 2000
- -------------------------------
Larry Akers Director
4
*Karen Kerr-Johnson, by signing her name hereto, does hereby sign this
Registration Statement on behalf of Harken Energy Corporation and each of the
above-named officers and directors of such Company pursuant to powers of
attorney, executed on behalf of Harken and each officer and director.
/s/ KAREN KERR-JOHNSON
- ---------------------------
Karen Kerr-Johnson,
Attorney-in-Fact
5
INDEX TO EXHIBITS
EXHIBIT
NUMBERS DESCRIPTION
- ----------- -----------
4.1 Form of certificate representing shares of Harken common stock, par
value $.01 per share (filed as Exhibit 1 to Harken's Registration
Statement on Form 8-A, File No. 0-9207, and incorporated by
reference herein).
4.2 Certificate of Designations, Powers, Preferences and Rights of
Series A Cumulative Convertible Preferred Stock, $1.00 par value, of
Harken Energy Corporation (filed as Exhibit 4.1 to Harken's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989,
File No. 0-9207, and incorporated by reference herein).
4.3 Certificate of Designations, Powers, Preferences and Rights of
Series B Cumulative Convertible Preferred Stock, $1.00 par value, of
Harken Energy Corporation (filed as Exhibit 4.2 to Harken's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989,
File No. 0-9207, and incorporated by reference herein).
4.4 Certificate of the Designations, Powers, Preferences and Rights of
Series C Cumulative Convertible Preferred Stock, $1.00 par value of
Harken Energy Corporation (filed as Exhibit 4.3 to Harken's Annual
Report on Form 10-K for fiscal year ended December 31, 1989, File
No. 0-9207, and incorporated by reference herein).
4.5 Certificate of the Designations of Series D Preferred Stock, $1.00
par value of Harken Energy Corporation (filed as Exhibit 4.3 to
Harken's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995, File No. 0-9207, and incorporated by reference
herein).
4.6 Rights Agreement, dated as of April 6, 1999, by and between Harken
Energy Corporation and ChaseMellon Shareholder Services L.L.C., as
Rights Agent (filed as Exhibit 4 to Harken's Current Report on Form
8-K dated April 7, 1999, File No. 0-9207, and incorporated by
reference herein).
4.7 Certificate of Designations of Series E Junior Participating
Preferred Stock (filed as Exhibit B to Exhibit 4 to Harken's Current
Report on Form 8-K dated April 7, 1999, File No. 0-9207, and
incorporated by reference herein).
4.8 Certificate of Designations, Preferences and Rights of Series F
Convertible Preferred Stock (filed as Exhibit 4.8 to Harken's
Quarterly Report on Form 10-Q for the period ended March 31, 1999,
File No. 0-9207, and incorporated by reference herein).
**5.1 Opinion of Karen Kerr-Johnson
**23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Gaffney, Cline & Associates, Inc.
**23.3 Consent of Karen Kerr-Johnson (included in opinion filed as
Exhibit 5.1).
**24.1 Powers of Attorney.
* Filed herewith.
** Previously filed.