Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOUBLE EAGLE PETROLEUM AND MINING CO.
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(Exact Name of Registrant as Specified in Its Charter)
Wyoming
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(State or Other Jurisdiction of Incorporation or Organization)
83-0214692
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(I.R.S. Employer Identification No.)
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
(307) 237-9330
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Stephen H. Hollis, President
Double Eagle Petroleum And Mining Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
(307) 237-9330
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(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
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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
Ifrdeliveryeofftheiprospectus_is_expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Title of each class Proposed maximum maximum
of securities to be Amount to be offering price aggregate Amount of
registered registered per share offering price registration
fee
Common Stock 374,750 $2.25(1) $843,188 $234
Common Stock,
issuable upon
exercise of
warrants to
purchase
Common Stock 374,750 $1.375 $515,281 $143
Common Stock,
issuable upon
exercise of options
to purchase 36,500 $1.375 $50,188 $14
TOTAL Stock 786,000 $1,408,657 $391
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the bid and asked prices of
the Company's Common Stock as reported on the Nasdaq SmallCap Stock Market
on August 11, 1999, which is within five business days of the date of
filing (August 16, 1999).
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 AUGUST 16, 1999
SUBJECT TO COMPLETION
SELLING SHAREHOLDER
PROSPECTUS
DOUBLE EAGLE PETROLEUM AND MINING CO.
786,000 Shares Of Common Stock
This Prospectus relates to the transfer of up to 786,000 shares of Common
Stock of Double Eagle Mining And Petroleum Co. by the selling shareholders
identified in this prospectus. The Company will not receive any of the proceeds
from the sale of these shares. These shares consist of the following:
. Up to 374,750 shares of Common Stock acquired by the selling
shareholders pursuant to a private placement exempt from registration
pursuant to federal and state securities laws.
. Up to 374,750 shares of Common Stock that may be issued to certain
selling shareholders when they exercise warrants to purchase Common Stock.
The warrants were acquired by the selling shareholders in the same private
placement described above.
. Up to 36,500 shares of Common Stock that may be issued to a selling
shareholder, who also is a director of the Company, when he exercises options
to purchase Common Stock. The options were issued pursuant to a services
agreement between the selling shareholder and the Company.
The selling shareholders have not entered into any underwriting
arrangements. The prices at which the selling shareholders sell the Common
Stock may be the market prices prevailing at the time of transfer, prices
related to the prevailing market prices, or negotiated prices. Brokerage fees or
commissions may be paid by the selling shareholders in connection with sales of
the Common Stock. The selling shareholders may transfer some or all of the
Common Stock in exchange for consideration other than cash, or for no
consideration, in the selling shareholders' sole discretion. This prospectus
may be used by the selling shareholders to transfer the Common Stock to
transfer the Common Stock to affiliates of the selling shareholders.
The Common Stock is listed on the Nasdaq SmallCap Stock Market under the
symbol "DBLE". On August 11, 1999, the closing sale price of the Common Stock
was $2.125 per share.
Investing in the Common Stock involves certain risks. See the "RISK
FACTORS" section beginning on page 4.
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 , 1999
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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 The Company explores for, develops, produces and
sells crude oil and natural gas. The Company
concentrates its activities in areas in which it
believes it has accumulated detailed geologic
knowledge and developed significant management
experience. The Company's current areas of
exploration and development are focused in the
Moxa Arch in southwestern Wyoming, the Powder
River Basin in northeastern Wyoming, the Washakie
Basin in south central Wyoming, the, Wind River
Basin in central Wyoming, and the Christmas
Meadows area in northeastern Utah. The Company
currently owns interests in a total of 239 gross,
5.34 net, producing wells.
Recent Developments For the year ended August 31, 1998, oil
constituted approximately 18 percent and natural
gas constituted approximately 82 percent of the
Company's production (calculating six Mcf of gas
production as equal to one barrel of oil
production). The Company also has undeveloped
acreage in other basins and is evaluating the
possibility of additional activity in other areas.
In December 1998, the Company issued 374,750
shares of Common Stock, together with Warrants to
purchase 374,750 shares of Common Stock, in a
private placement to the selling shareholders.
The Warrants are convertible into the Company's
Common Stock at an exercise price of $1.375 per
share until October 16, 2003, after which they
will expire. This prospectus will be used by the
selling shareholders to sell the Common Stock that
they received in the private placement or that
they may receive after exercise of the Warrants.
The Warrants are different than the Common Stock
purchase Warrants that the Company sold in a
Public Offering in December 1996.
In October 1998, the Company issued options to
purchase 36,500,shares of Common Stock, at an
exercise price of $1.375 per share, to Thomas J.
Vessels in connection with a services agreement
between the Company and Mr. Vessels. Mr. Vessels
subsequently was elected to serve as a director of
the Company pursuant to that services agreement.
In December 1998, Mr. Vessels also purchased
76,750 shares of Common Stock and 76,750 Warrants
in the private placement described in the
preceding paragraph. This prospectus also will be
used by Mr. Vessels to sell the Common Stock that
he may receive upon exercise of those options.
Strategy The Company's strategy is to increase its cash
flow and oil and gas reserves by developing and
marketing oil and gas prospects. Upon marketing a
prospect to another entity, the Company will
attempt to receive a promoted or carried interest
in the initial well for the prospect. The Company
then will participate proportionately in the
drilling of any development wells on the prospect.
In prior years, the Company has undertaken to
assemble a large acreage position and sell it to
others while retaining a royalty position. By
attempting to direct its focus to generation of
geologic prospects with a promoted interest at the
exploratory phase and a participating interest at
the development stage, the Company will be
utilizing more resources for drilling rather than
for lease acquisition. In this manner, the
Company believes that in a shorter time period it
will be exposed to a greater number of
opportunities to increase reserves and cash flow.
The Offering The selling shareholders may sell a total of
786,000 shares of Common Stock. These shares
consist of the following:
. Up to 374,750 shares of Common Stock acquired
by the selling shareholders pursuant to a
private placement exempt from registration
pursuant to federal and state securities laws.
. Up to 374,750 shares of Common Stock that may
be issued to the selling shareholders when they
exercise warrants to purchase Common Stock.
The warrants were acquired by the selling
shareholders in the same private placement
described above.
. Up to 36,500 shares of Common Stock that may be
issued to a selling shareholder, who also is a
director of the Company, when he exercises
options to purchase Common Stock. The options
were issued pursuant to a services agreement
between that selling shareholder and the
Company.
The Common Stock may be sold at market prices or
other negotiated prices. In addition, the selling
shareholders may, in their sole discretion,
transfer the Common Stock in exchange for
consideration other than cash or for no
consideration. The selling shareholders have not
entered into any underwriting arrangements for the
sale of the shares. The Common Stock may be
transferred to affiliates of the selling
shareholders pursuant to this prospectus. See,
"SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION".
The Company will not receive any proceeds from the
sale of Common Stock by the selling shareholders.
Company Offices The Company's offices are located at 777 Overland
Trail (P.O. Box 766), Casper, Wyoming 82602,
telephone number (307) 237-9330.
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.
Past Operating Losses
The Company has reported net losses for four of its past six fiscal years,
including losses of $420,278 in 1998, $21,143 in 1996, $341,616 in 1994, and
$76,421 in 1993. In addition, without considering net proceeds from sales of
properties, the Company had net losses before taxes of $514,297 in 1998, $19,820
in 1997, $139,638 in 1996, $387,583 in 1995, $350,088 in 1994, and $213,500 in
1993. There is no assurance that the Company's current or future operations
will be profitable.
Dependence on Key Employee
The Company is highly dependent on the services of Stephen H. Hollis, the
Chairman Of The Board and Chief Executive Officer of the Company. The loss of
Mr. Hollis could have a material adverse effect on the Company. The Company
does not carry "key man" life insurance on Mr. Hollis.
Fluctuating And Depressed Oil And Gas Prices; Unpredictability Of Future Prices
The Company's revenues, profitability and liquidity are substantially
dependent upon prevailing prices for oil and natural gas. Oil and gas prices
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 the Company's financial condition and
results of operations, including reduced cash flow and borrowing capacity. All
of these factors are beyond the control of the Company.
Marketability Of Production
The marketability of the Company's 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 the Company's ability to
produce and market its oil and natural gas. If market factors were to change
dramatically, the financial impact on the Company could be substantial because
production. The availability of markets is beyond the control ofthe Company
and thus represents a significant risk.
Uncertainty Of Obtaining Additional Reserves
The Company's revenues also depend on whether it acquires or finds
additional reserves. Unless the Company acquires properties containing proved
reserves or conducts successful exploration and development activities, or both,
the proved reserves of the Company will decline as reserves are produced. There
is no assurance that the Company's planned exploration and development projects
will result in significant additional reserves or that the Company will have
future success in drilling productive wells at low reserve replacement costs.
Choice Of Accounting Method
The Company uses 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 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 that may result in a negative impression in the
investment community and lower stock prices.
Competition
The Company competes against numerous other oil and natural gas companies,
many of which may have substantially larger financial and other resources. Any
additional assets held by competitors that are not available to the Company
could enable the competitors to more effectively compete with the Company for
exploration and development projects.
General Risks Of Oil And Gas Operations
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 to the Company. The Company
maintains insurance against some, but not all, of these risks. Management of
the Company 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 the Company's financial position.
Government Regulation And Environmental Risks
The production and sale of oil and gas are subject to a variety of federal,
state and local government regulations. These include regulations concerning
the prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, and 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 the Company's operations are subject to change at
any time, and despite the Company's belief that it is in substantial compliance
with applicable environmental and other government laws and regulations, there
is no assurance that significant costs for compliance will not be incurred in
the future.
Taxes
The federal, state and local governments in which the Company operates all
impose taxes on the oil and gas products sold by the Company. In the past,
there has been a significant amount of discussion by legislators and
presidential administrations concerning a variety of energy tax proposals.
There can be no certainty that any such measure will be passed or what its
effect will be on oil and natural gas prices if it is passed. In addition, many
states have raised state taxes on energy sources and additional increases may
occur, although there can be no certainty of the effect that increases in state
energy taxes would have on oil and natural gas prices.
Equity Ownership By Directors And Officers
As of May 3, 1999, the Company's current officers and directors as a
group, together with their affiliates, owned approximately 23.7 percent of the
outstanding Common Stock.
Estimates of Reserves And Future Net Revenues; No Review By Independent Engineer
The documents incorporated by reference into this Prospectus contain
estimates of the Company's reserves and of future net revenues. These documents
were prepared by the Company and have not been 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, 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.
Inactive Trading Of The Common Stock; Possible Volatility Of Stock Price
There is a limited market for the Common Stock and an investor cannot
expect to liquidate his investment regardless of the necessity of doing so.
There is no assurance that the market will be sustained or will expand.
Investors should recognize the illiquidity of an investment in the Common Stock.
The prices of the Company's securities are highly volatile. Due to the low
price of the securities, many brokerage firms may not effect transactions and
may not deal with low priced securities as it may not be economical for them to
do so. This could have an adverse effect on developing and sustaining the
market for the Company's securities. In addition, there is no assurance that an
investor will be in a position to borrow funds using the Company's securities as
collateral.
OFFERING BY SELLING SHAREHOLDERS
The Company is registering the transfer by the selling shareholders of up
to 786,000 shares of Common Stock. These shares consist of the following:
. Up to 374,750 shares of Common Stock acquired by the selling
shareholders pursuant to a private placement exempt from registration
pursuant to federal and state securities laws.
. Up to 374,750 shares of Common Stock that may be issued to the selling
shareholders when they exercise warrants to purchase Common Stock for $1.375
per share until October 16, 2003. The warrants were acquired by the Selling
Shareholders in the same private placement described above.
. Up to 36,500 shares of Common Stock that may be issued to a selling
shareholder, who also is a director of the Company, when he exercises options
to purchase Common Stock for $1.375 per share until October 16, 2001.
The selling shareholders may sell their Common Stock at those prices that
they are able to obtain in the market or as otherwise negotiated. In addition,
the selling shareholders may transfer the Common Stock in exchange for
consideration other than cash, or for no consideration, as determined by the
selling shareholders in their sole discretion. The Company will not receive any
proceeds from the sale of Common Stock by the selling shareholders although the
Company will receive the exercise price of $1.375 per share for the warrants to
purchase 374,750 shares and the options to purchase 36,500 shares described
above if those warrants and options are exercised. This prospectus also may be
used by the selling shareholders to transfer shares of the Common Stock to
affiliates of the selling shareholders. Additionally, agents, brokers or
dealers or other lenders may acquire shares or interests in shares as a pledgee
and may, from time to time, effect distributions of the shares or interests in
that capacity. The selling shareholders informed the Company that they do not
have any arrangements or agreements with any underwriters or broker/dealers to
sell the shares, and intend to contact various broker/dealers to identify
prospective purchasers. Brokerage fees or commissions may be paid by the
selling shareholders in connection with sales of the Common Stock.
Thomas J. Vessels ("Vessels"), one of the selling shareholders, entered
into a Services Agreement with the Company effective as of October 16, 1998.
The Services Agreement includes the following terms: (A) Vessels will provide
consulting services to the Company, including identification of potential oil
and gas transactions and acquisitions, (B) the agreement will expire on January
31, 2000, unless earlier terminated, (C) Vessels will be paid $12,000 per year
during the term of the agreement to cover travel and other expenses related to
his consulting services, (D) the Company immediately will issue to Vessels
options (the "Options") to purchase up to 36,500 shares of the Company's Common
Stock (the "Option Shares"), (E) the Options will be exercisable at $1.375 per
share, and will expire on October 16, 2001, (F) the agreement may be terminated
by either the Company or Vessels without cause upon written notice to the other
party, provided however, that if the Company terminates the agreement for cause
it shall have the right to participate in any transactions which Vessels
actually knew of at the time of termination, regardless of whether those
transaction were previously disclosed to the Company, and (G) Mr. Vessels will
be elected as a director of the Company. Mr. Vessels subsequently was elected
as a director of the Company in January 1999.
The following table sets forth the names of the selling shareholders, the
number of shares of Common Stock owned by the selling shareholders before the
offering, the number of shares of Common Stock to be offered by the selling
shareholders, the number of shares owned by the selling shareholders after the
offering, and the percentage of shares of Common Stock owned after the offering.
Number of
Shares Of Number Of
Common Stock Number Of Shares Owned
Owned Before Shares To Be After Offering
Name Offering (1) Offered (2)
Thomas J. Vessels 361,500 (3) 190,000 12,000 (4)
Tina H. Vessels 361,500 (3) 153,500 12,000 (4)
Dr. Ilene N. Brody 2,000 2,000 0
James M. Donovan 8,000 8,000 0
CharterWest Capital LLC 36,000 36,000 0
Mary W. Vessels 29,000 29,000 0
Sergio D. Lagunes 10,900 10,900 0
Paul Felipe Lagunes 3,700 3,700 0
Annette V. Lagunes 10,900 10,900 0
Donald Ogilvy Watson 10,000 10,000 0
Sergio T. Lagunes 4,000 4,000 0
Klein Partners, Ltd. 24,000 24,000 0
G.H. Neher 7,000 7,000 0
Christopher L. Phillips 20,000 20,000 0
Robert James and Ardis James 220,000 220,000 0
Foundation
G.H. Land Company, LLC 5,000 5,000 0
CNA Trust Corporation 14,000 14,000 0
Custodian for Joseph Bartlett
IRA A/C# 1060008005
Vassilios & Lynne Sirpolaidis 20,000 20,000 0
Minor's Trust Evan Thomas 2,000 (5) 2,000 0
Vessels
Minor's Trust Anthony Roger 2,000 (5) 2,000 0
Vessels
Minor's Trust Thomas Eugene 2,000 (5) 2,000 0
Vessels
Paul Felipe Lagunes 2,000 2,000 0
Annette Lagunes Sanchez 2,000 2,000 0
Roberto Sanchez Cortina 2,000 2,000 0
Annette Lagunes Sanchez as 2,000 2,000 0
Custodian for Nicolas Thralls
Sanchez Lagunes under the
Colorado Uniform Transfers to
Minors Act
Annette Lagunes Sanchez as 2,000 2,000 0
Sanchez under the Colorados
Uniform Transfers to Minors
Act
Sergio Thomas Lagunes 2,000 2,000 0
TOTAL SHARES OFFERED 786,000
<FN>
(1) Because the Warrants and Options held by the selling shareholders currently
are exercisable, the shares issuable upon the exercise of the Warrants and
Options are considered beneficially owned by the selling shareholders. The
number of shares underlying the Warrants and Options held by each selling
shareholder are included in the column entitled "Number of Shares of Common
Stock Owned Before Offering". The Warrants may be exercised for $1.375 per
share until October 16, 2003 and the Options may be exercised for $1.375
per share until October 16, 2001.
(2) The number of shares of Common Stock to be sold assumes that the selling
shareholders exercise all their Warrants and Options and elect to sell all
the shares of Common Stock received upon the exercise of the Warrants and
Options and all the shares of Common Stock received in the Private
Placement.
(3) Figures include the following: 76,750 shares held by each of Thomas J.
Vessels, who is a director of the Company, and Tina H. Vessels, his wife;
an additional 2,000 shares held by Thomas J. Vessels; 1,000 shares held in
trust for the benefit of each of the Vessels' three minor children;
warrants, held by each of Thomas J. Vessels and Tina H. Vessels, to
purchase 76,750 shares; additional warrants and options, held by Thomas J.
Vessels, to purchase an aggregate of 46,500 shares; and warrants, held in
trust for the benefit of each of the Vessels' three minor children to
purchase 1,000 shares. All of the warrants and options currently are
exercisable. The shares, warrants and options held by Thomas J. Vessels
and Tina H. Vessels are included twice in the table _ they are listed as
being held beneficially by both Thomas J. Vessels and Tina H. Vessels. The
shares and warrants held in trust for the benefit of each of the Vessels'
minor children are included three times in the table _ they are listed as
being held beneficially by Thomas J. Vessels, Tina H. Vessels, and in trust
for each of the Vessels' three minor children, respectively.
(4) Figures include 2,000 shares held by Thomas J. Vessels, a director of the
Company, and currently exercisable options held by Mr. Vessels to purchase
10,000 shares. Tina H. Vessels is the wife of Thomas J. Vessels. The
shares and options are listed twice in the table _ they are listed as being
beneficially owned by both Thomas J. Vessels and Tina H. Vessels.
(5) Figures include shares and warrants held in trust for each of the three
minor children of Thomas J. Vessels, who is a director of the Company, and
Tina H. Vessels, his wife. The shares and warrants held in trust for the
benefit of each of the Vessels' minor children are included three times in
the table _ they are listed as being held beneficially by Thomas J.
Vessels, Tina H. Vessels, and in trust for each of the Vessels' three minor
children, respectively.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as counsel for the Company in
connection with this Offering, including the validity of the issuance of the
securities offered hereby. Attorneys employed by that law firm beneficially own
31,000 shares of the Company's Common Stock, and 31,000 Common Stock Purchase
Warrants that were purchased in the Company's December 1996 public offering.
EXPERTS
The consolidated financial statements of Double Eagle Petroleum And Mining
Co. appearing in the Company's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1998 have been audited by Lovelett, Hargens & Skogen, P.C.,
formerly known as Hocker, Lovelett, Hargens & Skogen, P.C., independent
auditors, as set forth in their report included therein and incorporated herein
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 Wyoming Business Corporation Act (the "WBCA") provides for mandatory
indemnification of 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 wholly successful, on the merits or otherwise, in defense of
the proceeding. The WBCA 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 Company's articles of incorporation provide that directors and officers
shall be indemnified for reasonable expenses or liability incurred in connection
with any proceeding to which they are made a party by reason of their status as
a director or officer except if they are adjudged to be liable for fraud or
misconduct.
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, the Company has been informed that, in the
opinion of the Securities And Exchange Commission, that indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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 the Company's financial position, business strategy, plans
and objectives of management of the Company for future operations and capital
expenditures are forward-looking statements. Although the Company believes that
the expectations reflected in those forward-looking statements are reasonable,
it can give no assurance that those expectations will prove to have been
correct.
Additional statements concerning important factors that could cause actual
results to differ materially from the Company's 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 the Company or persons
acting on its behalf subsequent to the date of this prospectus are expressly
qualified in their entirety by the Cautionary Statements.
AVAILABLE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). The registration statement on Form S-3, along with any amendments, are
referred to in this prospectus as the "Registration Statement". This Prospectus
does not contain all the information set forth in the Registration Statement and
exhibits to the Registration Statement, 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 to 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, reference is made to the copy of that
contract or other document filed as an exhibit to the Registration Statement,
and those statements are qualified in all respects by this reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and files reports, proxy
statements and other information with the Commission 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
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024 and at
the following Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material also can be obtained at prescribed
rates by writing to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. Documents filed electronically by the Company
with the Commission are available at the Commission's World Wide Web site at
http://www.sec.gov. The Commission's World Wide Web site contains reports,
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proxy and information statements, and other information regarding issuers that
file electronically with the Commission. Information about the operation of the
Commission's public reference facilities may be obtained by calling the
Commission at 1-800-SEC-0330.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the future
to be, filed with the SEC (File No. 0-6529) pursuant to the Exchange Act are
incorporated into this prospectus by reference:
(i) the Company's Annual Report on Form 10-KSB for the year ended August 31,
1998;
(ii) the Company's Quarterly Reports on Form 10-QSB for the quarters ended
November 30, 1998, February 28, 1999, and May 31, 1999.
(iii)the description of the Company's common stock contained in the
Company's registration statement on Form 10 as filed with the Commission on
September 11, 1972;
(iv) the Company's Proxy Statement dated December 14, 1998 concerning the
Company's Annual Meeting of Shareholders held on January 20, 1999; and
(v) all documents filed by the Company pursuant to 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 hereby.
Any statement contained in a document incorporated by reference in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that the statement is modified or replaced by a
statement contained in this prospectus or in any other subsequently filed
document that also is, or is deeemed to be, incorporated by reference into this
prospectus. Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this prospectus. The
Company 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 And Mining Co., 777 Overland Trail
(P.O. Box 766), Casper, Wyoming 82602, telephone (307) 237-9330.
DOUBLE EAGLE PETROLEUM
AND MINING CO.
786,000 Shares of Common Stock
________________________
SELLING SHAREHOLDER
PROSPECTUS
________________________
TABLE OF CONTENTS Page
----
PROSPECTUS SUMMARY 2
RISK FACTORS 4
OFFERING BY SELLING SHAREHOLDERS 6
LEGAL MATTERS 8
EXPERTS 8
SECURITIES AND EXCHANGE
COMMISSION POSITION ON
CERTAIN INDEMNIFICATION 8 ___________, 1999
DISCLOSURE REGARDING FORWARD
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS 9
AVAILABLE INFORMATION 9
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance And Distribution
- -----------------------------------------------------
The following is an itemiation 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 Security Holders
will not pay any of the following expenses.
Registration Fee $ 391
Nasdaq SmallCap Stock Market Additional Listing Fee $ 7,860
Printing Expenses* $ 1,000
Accounting Fees and Expenses* $ 250
Legal Fees and Expenses* $ 6,000
Blue Sky Fees and Expenses* $ 500
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 499
---------
Total $ 17,000
=========
* Estimated
Item 15. Indemnification Of Directors And Officers.
- ---------------------------------------------------
Sections 17-16-852 and 17-16-856 of the Wyoming Business Corporation Act
(the "Wyoming Act") provide for mandatory indemnification by a corporation of
reasonable expenses incurred by a director or officer in connection with any
proceeding brought by reason of his position as a director or officer, so long
as he was wholly successful, on the merits or otherwise, in defense of the
proceeding.
In addition, under Section 17-16-851 of the Wyoming Act, a corporation may
indemnify a director who is party to a proceeding because of his status as a
director if "(i) He conducted himself in good faith; and (ii) He reasonably
believed that his conduct was in or at least not opposed to the corporation's
best interests; and (iii) In the case of any criminal proceeding he had no
reasonable cause to believe his conduct was unlawful; or (iv) He, engaged in
conduct for which broader indemnification has been made permissible or
obligatory under a provision of the articles of incorporation, as authorized by
W.S. 17-16-202(b)(v) [under which a corporation may include provisions in its
articles permitting further indemnification of directors]."
Under Section 17-16-856 of the Wyoming Act, an officer may indemnified to
the same extent as directors. If an officer is not also a director, the
corporation may further indemnify him except for (i) liability in actions
brought by or in the right of the corporation, other than for reasonable
expenses incurred therein, or (ii) liability arising out of conduct that
constitutes receipt of an improper personal benefit to which he is not entitled,
intentional infliction of harm on the corporation or the shareholders, or
intentional violation of criminal law. If an officer also is a director but the
proceeding was brought solely on the basis of his status as an officer, he also
may be indemnified as provided in this paragraph.
The Company's articles of incorporation provide that directors and officers
shall be indemnified for reasonable expenses or liability incurred in connection
with any proceeding to which they are made a party by reason of their status as
a director or officer except if they are adjudged to be liable for fraud or
misconduct.
The provisions of Section 17-18-101 and the following sections of the
Wyoming Act, which sections are referred to as the "Wyoming Management Stability
Act", could have the effect of delaying, deferring or preventing change in
control of the Company or the removal of existing management, and as a result
could prevent the stockholders of the Company from being paid a premium for
their shares of Common Stock.
Item 16. Exhibits.
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4.1(a) 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.
4.1(b) Form of Stock Warrant Agreement. Incorporated by reference from
Exhibit C to Schedule 13D filed with the SEC by Thomas J. Vessels and
Tina H. Vessels on December 8, 1998.
4.1(c) Stock Option Agreement dated October 16, 1998 between the Company and
Thomas J. Vessels. Incorporated by reference from Exhibit F to
Schedule 13D filed with the SEC by Thomas J. Vessels and Tina H.
Vessels on December 8, 1998.
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Lovelett, Hargens & Skogen, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
Item 17. Undertakings.
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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.
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 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.
The undersigned Registrant hereby undertakes:
(1) That, 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.
(2) 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.
(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.
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 19th day of July
1999.
DOUBLE EAGLE PETROLEUM AND MINING 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 July 19, 1999
- ----------------------
Stephen H. Hollis Executive Officer, President,
Treasurer, and Director
(Principal Executive Officer
and Principal Financial and
Accounting Officer)
/s/ Ken M. Daraie Director July 19, 1999
- ------------------
Ken M. Daraie
/s/ Thomas J. Vessels Director July 29, 1999
- ----------------------
Thomas J. Vessels
EXHIBIT INDEX
(Attached To And Made A Part Of This Registration Statement On Form S-3
For Double Eagle Petroleum And Mining Co. Dated August 16, 1999)
The following is a complete list of Exhibits filed as part of this
Registration Statement:
Number Description
- ------ -----------
4.1(a) 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.
4.1(b) Form of Stock Warrant Agreement. Incorporated by reference from
Exhibit C to Schedule 13D filed with the SEC by Thomas J. Vessels and
Tina H. Vessels on December 8, 1998.
4.1(c) Stock Option Agreement dated October 16, 1998 between the Company and
Thomas J. Vessels. Incorporated by reference from Exhibit F to
Schedule 13D filed with the SEC by Thomas J. Vessels and Tina H.
Vessels on December 8, 1998.
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Lovelett, Hargens & Skogen, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
August 16, 1999
Double Eagle Petroleum And Mining Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82601
Gentlemen and Ladies:
We have acted as counsel for Double Eagle Petroleum And Mining Co. (the
"Company") in connection with the registration on Form S-3 under the Securities
Act of 1933, as amended, of: (1) 374,750 shares of the Company's $.10 par value
common stock (the "Common Stock"); (2) 374,750 shares of Common Stock to be
issued upon the exercise of warrants to purchase Common Stock (the "Warrants");
and (3) 36,500 shares of Common Stock to be issued upon the exercise of options
to purchase Common Stock (the "Options").
We have examined the Company's Articles Of Incorporation, as amended, its
Bylaws, as amended, and the record of its corporate proceedings with respect to
the registration described above. In addition, we have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 374,750 shares of
Common Stock whose transfer is being registered by the Company will be, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-3 (the "Registration Statement"), legally issued, fully paid and
nonassessable shares of the Company's Common Stock. It is our further opinion
Warrants and,the 36,500 sharesmof CommontStockitoube issuedxuponsexercise of the
Options, whose transfer also is being registered in the Registration Statement,
also will be legally issued, fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering and to the filing of this opinion as an
exhibit to the Company's Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
Lovelett, Hargens & Skogen, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration
Statement of Double Eagle Petroleum And Mining Co. (the "Company") on Form S-3
of our report dated October 22, 1998 relating to the Company's financial
statements included in its Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1998.
We also consent to the reference to us under the heading "Experts" in this
Registration Statement.
LOVELETT, HARGENS & SKOGEN, P.C.
/s/ Lovelett, Hargens & Skogen, P.C.
Casper Wyoming
August 16, 1999