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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 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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COSTILLA ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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BOBBY W. PAGE, SENIOR VICE PRESIDENT
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000 400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701 MIDLAND, TEXAS 79701
(915) 683-3092 (915) 683-3092
(Address, including zip code, and (Name, address, including zip code,
telephone and number, including area and telephone number including area
code, of telephone number, Registrant's code, of agent for service)
principal executive offices)
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Copies to:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON,
A PROFESSIONAL CORPORATION
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
(915) 684-5782
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 number of the earlier effective
registration statement for the same offering. [x] 333-70357
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PRICE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, $0.10 par value 1,000,000 $2.125 $2,125,000 $591
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the amount of the registration fee on
the basis of the average of the high and low prices of the Common Stock
reported on the Nasdaq National Market on April 12, 1999.
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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 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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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3 relating to the
registration of 3,000,000 shares of Common Stock, $0.10 par value, of Costilla
Energy, Inc. filed on January 8, 1999, file number 333-70357, as amended by
Amendment No. 1 filed on January 22, 1999 and Amendment No. 2 filed on February
11, 1999, are incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
Exhibit No. Description of Exhibit
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5.1............................. Opinion of Cotton, Bledsoe, Tighe & Dawson, P.C.
23.1............................ Consent of KPMG LLP
23.2............................ Consent of Williamson Petroleum Consultants
23.3............................ Consent of W. Scott Epley, P.E.
23.4............................ Consent of Cotton, Bledsoe, Tighe & Dawson, P.C. (included as part of Exhibit 5.1)
24.1............................ Power of Attorney
24.2............................ Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing
signature by Power of Attorney
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All of the above exhibits are filed herewith.
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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 Midland, State of Texas on this 15th day of April,
1999.
COSTILLA ENERGY, INC.
By: /s/ MICHAEL J. GRELLA*
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Michael J. Grella
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
NAME Title Date
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/s/ MICHAEL J. GRELLA* President, Chief Executive April 15, 1999
- ---------------------------- Officer and Director
Michael J. Grella
/s/ CADELL S. LIEDTKE* Chairman of the Board and April 15, 1999
- ---------------------------- Director
Cadell S. Liedtke
/s/ HENRY G. MUSSELMAN* Executive Vice President April 15, 1999
- ---------------------------- and Director
Henry G. Musselman
/s/ JERRY J. LANGDON* Director April 15, 1999
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Jerry J. Langdon
/s/ W.D. KENNEDY* Director April 15, 1999
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W. D. Kennedy
/s/ SAMUEL J. ATKINS, III* Director April 15, 1999
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Samuel J. Atkins, III
/s/ BOBBY W. PAGE Senior Vice President and April 15, 1999
- ---------------------------- Chief Financial Officer
Bobby W. Page
* /s/ BOBBY W. PAGE
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Bobby W. Page,
Attorney in Fact
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1.................... Opinion of Cotton, Bledsoe, Tighe & Dawson, P.C.
23.1................... Consent of KPMG LLP
23.2................... Consent of Williamson Petroleum Consultants
23.3................... Consent of W. Scott Epley, P.E.
23.4................... Consent of Cotton, Bledsoe, Tighe & Dawson (included as part of Exhibit 5.1)
24.1................... Power of Attorney
24.2................... Certified copy of resolution of Board of Directors of Costilla Energy, Inc. authorizing signature by
Power of Attorney
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All of the above exhibits are filed herewith.