Registration No. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOUBLE EAGLE PETROLEUM CO.
--------------- ---------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland
------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
83-0214692
----------------------------------
(I.R.S. Employer Identification No.)
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
---------------------
(307) 237-9330 (Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Stephen H. Hollis, President
Double Eagle Petroleum Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
---------------------
(307) 237-9330 (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Alan L. Talesnick, Esquire
Francis B. Barron, Esquire
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
Approximate date of commencement of proposed sale to the public: As soon as
practicable after 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
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
---------- ---------- ------------------ ------------------ ----------------
Common Stock 1,295,000 $13.80 (1) $17,871,000 $1,446
TOTAL 1,295,000 $17,871,000 $1,446
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low sales
prices of the Registrant's common stock as reported on the Nasdaq SmallCap
Stock Market on November 20, 2003, which is within five business days of
the date of filing (November 21, 2003).
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 the 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.
The information in this prospectus is not complete and may be changed. The
selling shareholders 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 it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PRELIMINARY PROSPECTUS DATED NOVEMBER 21, 2003
SUBJECT TO COMPLETION
DOUBLE EAGLE PETROLEUM CO.
1,295,000 Shares Of Common Stock
This prospectus relates to the transfer of up to 1,295,000 shares of common
stock of Double Eagle Petroleum Co. by the selling shareholders identified in
this prospectus. We will not receive any of the proceeds from the sale of these
shares. These shares were issued in a private placement to the selling
shareholders in October 2003.
The selling shareholders may sell their shares at market prices prevailing
at the time of transfer, prices related to the prevailing market prices, or
negotiated prices.
Our common stock is listed on the Nasdaq SmallCap Stock Market under the
symbol "DBLE". On November 20, 2003, the closing sale price of the common stock
was $13.80 per share.
Investing in the common stock involves certain risks. See the "Risk
Factors" section beginning on page 3.
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.
The date of this prospectus is , 2003
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY.......................................................... 1
RISK FACTORS................................................................ 2
THE COMPANY................................................................. 4
PLAN OF DISTRIBUTION........................................................ 4
LEGAL MATTERS............................................................... 6
EXPERTS..................................................................... 6
SECURITIES AND EXCHANGE COMMISSION
POSITION ON CERTAIN INDEMNIFICATION...................................... 6
WHERE YOU CAN FIND MORE INFORMATION......................................... 7
INCORPORATION OF INFORMATION WE FILE WITH THE SEC.......................... 7
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
AND CAUTIONARY STATEMENTS.............................................. 8
PROSPECTUS SUMMARY
The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the Common Stock. You should read this entire
prospectus carefully, including the "Risk Factors" section.
The Company We explore for, develop, produce and sell natural gas and
crude oil. We concentrate our activities in areas in which
we believe we have accumulated detailed geologic knowledge
and developed significant management experience. Our current
areas of exploration and development are focused in:
o the Green River Basin in southwestern Wyoming
o the Powder River Basin in northeastern Wyoming
o the Washakie Basin in south central Wyoming
o the Wind River Basin in central Wyoming, and
o the Christmas Meadows area in northeastern Utah
As of August 31, 2003, we owned interests in a total of 395
producing wells, with natural gas constituting approximately
94 percent and crude oil constituting approximately six
percent of our production (assuming six Mcf of gas
production equals one barrel of oil production). We also
have undeveloped acreage in other basins and are evaluating
the possibility of additional activity in other areas.
The Offering The selling shareholders may sell a total of 1,295,000
shares of common stock. These shares were issued to the
selling shareholders in a private placement in October 2003.
We will not receive any proceeds from the sale of common
stock by the selling shareholder.
Company Offices Our offices are located at 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602, telephone number (307)
237-9330.
1
RISK FACTORS
The purchase of shares of common stock involves a high degree of risk.
Before purchasing common stock, you should read this entire prospectus and
consider the following factors concerning the company in addition to the other
information in this prospectus.
We have had operating losses in the past.
We have reported net losses for the fiscal year ended August 31, 2002 and
for other previous years. There is no assurance that our current or future
operations will be profitable.
We depend on a key employee.
We are highly dependent on the services of Stephen H. Hollis, our Chief
Executive Officer and President. The loss of Mr. Hollis could have a material
adverse effect on us. We do carry "key man" life insurance on Mr. Hollis in the
amount of $1,000,000.
We cannot predict the future price of oil and natural gas.
Our revenues, profitability and liquidity are substantially dependent upon
prevailing prices for oil and natural gas, which can be extremely volatile and
in recent years have been depressed by excess total domestic and imported
supplies. Prices also are affected by actions of state and local agencies, the
United States and foreign governments, and international cartels. In addition,
sales of oil and natural gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. These external
factors and the volatile nature of the energy markets make it difficult to
estimate future prices of oil and natural gas. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on our financial condition and results of operations, including reduced
cash flow and borrowing capacity. All of these factors are beyond our control.
We could be adversely impacted by changes in the oil and gas market.
The marketability of our oil and gas production depends in part upon the
availability, proximity and capacity of gas gathering systems, pipelines and
processing facilities. Federal and state regulation of oil and gas production
and transportation, general economic conditions, changes in supply and changes
in demand all could adversely affect our ability to produce and market its oil
and natural gas. If market factors were to change dramatically, the financial
impact could be substantial because we would incur expenses without receiving
revenues from the sale of production. The availability of markets is beyond our
control.
We may be unable to find additional reserves.
Our revenues depend on whether we acquire or find additional reserves.
Unless we acquire properties containing proved reserves or conduct successful
exploration and development activities, or both, our proved reserves will
decline as reserves are produced. Our planned exploration and development
projects may not result in significant additional reserves. We may be unable to
drill productive wells at low reserve replacement costs.
Our stock price may be adversely impacted by our choice of accounting method.
We use the "successful efforts" method for capitalizing costs of completed
oil and gas wells. Under the successful efforts method, only the costs
attributable to successful exploratory wells and the costs of development wells
2
within a producing field are reflected in property and equipment. Producing and
non-producing properties are evaluated periodically and, if conditions warrant,
an impairment allowance is provided. The impairment allowance is a one-time
charge to earnings which does not impact cash flow from operating activities,
but may result in a negative impression in the investment community and lower
stock prices.
Oil and gas operations are inherently risky.
The nature of the oil and gas business involves a variety of risks,
including the risks of operating hazards such as fires, explosions, cratering,
blow-outs, and encountering formations with abnormal pressures. The occurrence
of any of these risks could result in losses. We maintain insurance against
some, but not all, of these risks. Management believes that the level of
insurance against these risks is reasonable and is in accordance with customary
industry practices. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on our financial position and
results of operations.
New government regulation and environmental risks could increase our costs.
The production and sale of oil and gas are subject to a variety of federal,
state and local government regulations. These include:
o the prevention of waste
o the discharge of materials into the environment
o the conservation of oil and natural gas, pollution, permits for
drilling operations, drilling bonds, reports concerning operations
o the spacing of wells
o the unitization and pooling of properties
Many jurisdictions have at various times imposed limitations on the
production of oil and gas by restricting the rate of flow for oil and gas wells
below their actual capacity to produce. Because current regulations covering our
operations are subject to change at any time, and despite our belief that we are
in substantial compliance with applicable environmental and other government
laws and regulations, we may incur significant costs for compliance in the
future.
Our prices may be impacted adversely by new taxes.
The federal, state and local governments in which we operate impose taxes
on the oil and gas products we sell. In the past, there has been a significant
amount of discussion by legislators and presidential administrations concerning
a variety of energy tax proposals. In addition, many states have raised state
taxes on energy sources and additional increases may occur. We cannot predict
whether any of these measures would have an adverse impact on oil and natural
gas prices.
Our reserves and future net revenues may differ significantly from our
estimates.
The documents incorporated by reference into this prospectus contain
estimates of our reserves and future net revenues. We prepared these estimates
and they were then reviewed by an independent petroleum engineer. The estimates
of reserves and future net earnings are not exact and are based on many variable
and uncertain factors; therefore, the estimates may vary substantially
depending, in part, on the assumptions made and may be subject to adjustment
either up or down in the future. The actual amounts of production, revenues,
3
taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the estimated amounts. In addition, estimates of reserves also are extremely
sensitive to the market prices for oil and gas.
There is limited liquidity in our shares.
There is a limited market for our shares and an investor cannot expect to
liquidate his investment regardless of the necessity of doing so. The prices of
our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with them as it may
not be economical for them to do so. This could have an adverse effect on
developing and sustaining the market for our shares securities. In addition,
there is no assurance that an investor will be in a position to borrow funds
using our shares as collateral.
THE COMPANY
We explore for, develop, produce and sell natural gas and crude oil. We
concentrate our activities in areas in which we believe we have accumulated
detailed geologic knowledge and developed significant management experience. Our
current areas of exploration and development are focused in:
o the Green River Basin in southwestern Wyoming
o the Powder River Basin in northeastern Wyoming
o the Washakie Basin in south central Wyoming
o the Wind River Basin in central Wyoming, and
o the Christmas Meadows area in northeastern Utah
As of August 31, 2003, we owned interests in a total of 395 producing
wells, with natural gas constituting approximately 94 percent and crude oil
constituting approximately six percent of our production (assuming six Mcf of
gas production equals one barrel of oil production). We also have undeveloped
acreage in other basins and are evaluating the possibility of additional
activity in other areas.
Our common stock is traded on the Nasdaq SmallCap Market under the ticker
symbol "DBLE". On November 20, 2003, the last sale price was $13.80 per share of
common stock. Our corporate office is located at 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602. Our telephone number is (307) 237-9330 and our fax
number is (307) 266-1823.
PLAN OF DISTRIBUTION
We are registering the sale or other transfer of 1,295,000 shares of our
common stock on behalf of the selling shareholders. We will bear all fees and
expenses incident to the registration of these shares. We will not receive any
of the proceeds from the sale of these shares
The selling shareholders, or their donees, pledgees, transferees or other
successors in interest, may choose to sell their shares from time to time on any
national securities exchange or quotation service (including The Nasdaq SmallCap
Market), in the over-the-counter market or through the writing of options, at
market prices prevailing at the time of the sale, at prices related to the then
prevailing market prices, in privately negotiated transactions or through a
combination of these methods. In addition, the selling shareholders, or their
donees, pledgees, transferees or other successors in interest, may choose one or
more of the following alternatives:
o a block trade in which a broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal in order to facilitate the transaction;
4
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus; and
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
The selling shareholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the shares in the
course of hedging in positions they assume. The selling shareholders also may
sell shares short and deliver shares to close out short positions, or loan or
pledge shares to broker-dealers that in turn may sell the shares.
If the selling shareholders effect such transactions by selling shares to
or through underwriters, broker-dealers or agents, such underwriters, brokers,
dealers or agents may receive commissions in the form of discounts, concessions
or commissions from the selling shareholders or commissions from purchasers of
shares from whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters,
brokers-dealers or agents may be in excess of those customary in the types of
transactions involved).
The selling shareholders and any broker-dealers who act in connection with
the sale of their shares of our common stock under this prospectus may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933 and any commissions received by them and profit on any resale of their
shares of our common stock as principals might be deemed to be underwriting
discounts and commissions under the Securities Act. We have agreed to indemnify
the selling shareholders and any such brokers against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
The selling shareholders and any other person participating in the
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934 and the rules and regulations under the 1934 Act, including, without
limitation, Regulation M of the 1934 Act, which may limit the timing of
purchases and sales of any of the offered securities by the selling shareholders
and any other relevant person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of the offered securities to
engage in market-making activities with respect to the particular shares being
distributed. All of the above may affect the marketability of the shares and the
ability of any person or entity to engage in market-making activities with
respect to the shares.
The following table sets forth the names of the selling shareholders, the
number of shares of common stock owned by each selling shareholder before the
offering, the number of shares of common stock to be offered by each selling
shareholder, the number of shares owned by each selling shareholder after the
offering, and the percentage of shares of common stock owned after the offering.
Number of Shares Percentage Of
Of Common Stock Number Of Shares Shares Of Common
Owned Before Number Of Shares Owned After Stock Owned After
Name Offering To Be Offered (1) Offering Offering
---- -------- ----------------- -------- --------
Spindrift Partners, L.P. 470,000 470,000 0 --
Spindrift Investors (Bermuda) L.P. 530,000 530,000 0 --
North Sound Legacy International Ltd. 86,800 86,800 0 --
North Sound Legacy Institutional LLC 61,225 61,225 0 --
North Sound Legacy Fund LLC 6,975 6,975 0 --
Lazarus Investment Partners LLLP 170,000 90,000 80,000 (2)
Mr. H. Leigh Severance 282,300(3) 25,000 257,300(3) 3.1%(2)
Mr. Austin C. Smith 80,000 25,000 55,000 (2)
TOTAL SHARES OFFERED 1,295,000
5
2
- ------------------
(1) The number of shares of common stock to be sold assumes that the selling
shareholder elects to sell all the shares of common stock held by the
selling shareholder that are covered by this prospectus.
(2) Less than one percent.
(3) Includes shares owned by Mr. Severance's wife and entities controlled by
Mr. Severance.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with this offering, including the validity of the issuance of the securities
offered under this prospectus. Attorneys employed by that law firm beneficially
own approximately 35,000 shares of common stock.
EXPERTS
The financial statements of Double Eagle Petroleum Co. appearing in our
Annual Report on Form 10-KSB for the fiscal year ended August 31, 2002 have been
audited by Lovelett, Skogen & Associates, P.C., independent auditors, as set
forth in their report included in the Annual Report and incorporated in this
prospectus by reference. Those financial statements are incorporated in this
prospectus by reference in reliance upon that report and upon the authority of
that firm as experts in auditing and accounting.
SECURITIES AND EXCHANGE COMMISSION
POSITION ON CERTAIN INDEMNIFICATION
The General Corporation Law of the State of Maryland (the "Maryland Code")
provides for mandatory indemnification against reasonable expenses incurred by
directors and officers of a corporation in connection with an action, suit or
proceeding brought by reason of their position as a director or officer if they
are successful, on the merits or otherwise, in defense of the proceeding. The
Maryland Code also allows a corporation to indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.
The Maryland Code permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a corporation may not indemnify a director or officer if the proceeding was one
by or on behalf of the corporation and in the proceeding the director of officer
6
is adjudged to be liable to the corporation. Our Bylaws provide that we are
required to indemnify our directors and officers to the fullest extent permitted
by law, including those circumstances in which indemnification would otherwise
be discretionary.
In addition to the general indemnification described above, we have
adopted, in our articles of incorporation, a provision under the Maryland Code
that eliminates and limits certain personal liability of directors and officers
for monetary damages for breaches of the fiduciary duty of care.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, that indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
we filed with the SEC under the Securities Act. This prospectus does not contain
all the information set forth in the registration statement and exhibits
thereto, and statements included in this prospectus as to the content of any
contract or other document referred to are not necessarily complete. For further
information, please review the registration statement and the exhibits and
schedules filed with the registration statement.
In each instance where a statement contained in this prospectus regards the
contents of any contract or other document filed as an exhibit to the
registration statement, you shall review the copy of that contract or other
document filed as an exhibit to the registration statement for complete
information. Those statements are furnished in all respects by this reference.
We are subject to the informational requirements of the Exchange Act; and
files reports, proxy statements and other information with the SEC in accordance
with the Exchange Act. These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, these materials
filed electronically by the Company with the SEC are available at the SEC's
World Wide Web site at http://www.sec.gov. The SEC's World Wide Web site
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Information about the
operation of the SEC's public reference facilities may be obtained by calling
the SEC at 1-800-SEC-0330.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.
We incorporate by reference the documents listed below, which were filed
with the SEC under the Exchange Act:
o Our Annual Report on Form 10-KSB for the year ended August 31, 2002;
o Our Quarterly Report on Form 10-QSB for the quarter ended November 30,
2002, our amended Quarterly Report on Form 10-QSB for the four months
ended December 31, 2002, our Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2003, our Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2003, and our Quarterly Report on Form
10-QSB for the quarter ended September 30, 2003;
7
o Our Current Reports on Form 8-K reporting events occurring on each of
February 4, 2003, March 12, 2003, May 27, 2003, July 18, 2003,
September 5, 2003, October 13, 2003, and October 21, 2003;
o Our Proxy Statement dated January 7, 2003 concerning our Annual
Meeting of Shareholders to be held on January 27, 2003;
o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made under this prospectus; and
o The description of our common stock contained in our Form 8-A filed
with the SEC on December 10, 1996.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for copies should be directed to Stephen H.
Hollis, President, Double Eagle Petroleum Co., 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602, telephone (307) 237-9330.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
AND CAUTIONARY STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference include "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in or incorporated into this
prospectus regarding our financial position, business strategy, plans and
objectives of our management for future operations and capital expenditures are
forward-looking statements. Although we believe that the expectations reflected
in those forward-looking statements are reasonable, we cannot be sure that these
expectations will prove to be correct.
Additional statements concerning important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements") are
disclosed in this prospectus, including the "Risk Factors" section, and in the
documents incorporated into this prospectus. All written and oral
forward-looking statements attributable to us or persons acting on our behalf
subsequent to the date of this prospectus are expressly qualified in their
entirety by the Cautionary Statements.
8
DOUBLE EAGLE PETROLEUM CO.
1,295,000 Shares of Common Stock
---------------------
SELLING SHAREHOLDERS
PROSPECTUS
--------------------
TABLE OF CONTENTS Page
----
PROSPECTUS SUMMARY............................ 1
RISK FACTORS.................................. 2
THE COMPANY................................... 4
PLAN OF DISTRIBUTION.......................... 4
LEGAL MATTERS................................. 6
EXPERTS....................................... 6 ___________, 2003
SECURITIES AND EXCHANGE COMMISSION
ON CERTAIN INDEMNIFICATION................ 6
WHERE YOU CAN FIND MORE INFORMATION........... 7
INCORPORATION OF INFORMATION WE FILE WITH THE
SEC....................................... 7
DISCLOSURE REGARDING FORWARD- LOOKING
STATEMENTS AND CAUTIONARY STATEMENTS..... 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
- -----------------------------------------------------
The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the registration of the securities being offered. The selling shareholders will
not pay any of the following expenses.
Registration Fee $ 1,446
Nasdaq SmallCap Stock Market Additional Listing Fee $ 13,500
Printing Expenses* $ 1,000
Accounting Fees and Expenses* $ 2,500
Legal Fees and Expenses* $ 5,000
Blue Sky Fees and Expenses* $ 500
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 554
------------
Total $ 25,000
* Estimated
Item 15. Indemnification Of Directors And Officers.
- ---------------------------------------------------
Section 2-418 of the General Corporation Law of the State of Maryland (the
"Maryland Code") provides for mandatory indemnification against reasonable
expenses incurred by directors and officers of a corporation in connection with
an action, suit or proceeding brought by reason of their position as a director
or officer if they are successful, on the merits or otherwise, in defense of the
proceeding. In addition, a corporation may indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.
The Maryland Code also permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a corporation may not indemnify a director or officer if the proceeding was one
by or on behalf of the corporation and in the proceeding the director of officer
is adjudged to be liable to the corporation.
The Company's Bylaws provide that the Company is required to indemnify its
directors and officers to the fullest extent permitted by law, including those
circumstances in which indemnification would otherwise be discretionary. The
Company also has adopted, in its Articles of Incorporation, a provision under
Section 2-405.2 of the Maryland Code that eliminates and limits certain personal
liability of directors and officers for monetary damages for breaches of the
fiduciary duty of care.
Item 16. Exhibits.
- ------------------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration Statement
on Form SB-2 filed on October 11, 1996, SEC Registration No. 333-14011.
5 Opinion of Patton Boggs LLP regarding legality.
II-1
5
23.1 Consent of Lovelett, Skogen & Associates, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
Item 17. Undertakings.
- ----------------------
(a) The undersigned Company 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;
(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;
(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) 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 Company pursuant to Section 13 or Section 15(d)
of the Exchange Act and are incorporated by reference
to the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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.
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
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering hereof.
(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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
II-2
paid by a director, officer or controlling person of the
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 Act and will be governed by the final adjudication of such
issue.
II-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 Casper, State of Wyoming, on the 21st day of
November, 2003.
DOUBLE EAGLE PETROLEUM CO.
By:/s/ Stephen H. Hollis
-------------------------------------------
Stephen H. Hollis, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint Stephen H. Hollis, with
full power of substitution, as attorney-in-fact in their names, place and stead
to execute any and all amendments to this Registration Statement in the
capacities set forth opposite their name and hereby ratify all that said
attorney-in-fact or his substitutes may do by virtue hereof.
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen H. Hollis Chairman of the Board, Chief Executive November 21, 2003
- --------------------------- Officer, President and Director (Principal
Stephen H. Hollis Executive Officer)
/s/ Roy G. Cohee Director November 21 2003
- ---------------------------
Roy G. Cohee
/s/ Ken M. Daraie Director November 21, 2003
- ---------------------------
Ken M. Daraie
/s/ Beth McBride Director November 21, 2003
- ---------------------------
Beth McBride
/s/ Thomas A. Prendergast Director November 21, 2003
- ---------------------------
Thomas A. Prendergast
/s/ David C. Milholm Chief Financial Officer (Principal November 21, 2003
- --------------------------- Financial And Accounting Officer)
David C. Milholm
EXHIBIT INDEX
(Attached To And Made A Part Of This Registration Statement On Form S-3
For Double Eagle Petroleum Co. Dated November 21, 2003)
The following is a complete list of Exhibits filed as part of this Registration
Statement:
Number Description
- ------ -----------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration
Statement on Form SB-2 filed on October 11, 1996, SEC
Registration No. 333-14011.
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Lovelett, Skogen & Associates, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion
regarding legality set forth in Exhibit 5).