As filed with the Securities and Exchange Commission on December
18, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALLON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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64-0844345 |
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(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification Number) |
One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(281) 589-5200
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Michol L. Ecklund
Senior Vice President, General Counsel and Corporate
Secretary
One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(281) 589-5200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Sean T. Wheeler, P.C.
Michael W. Rigdon
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
United States
(713) 836-3600
Approximate date of commencement of proposed sale to the public:
From time to time 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.
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 this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
□
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. □
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. □
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common Stock, par value $0.01 per share, to be issued upon exercise
of warrants |
9,025,744 (2) |
$5.59646634 (3) |
$50,512,272.50 |
$5,510.89 |
(1)Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement shall also cover an
indeterminate number of additional shares of common stock that may
become issuable as a result of any stock splits, stock dividends,
reclassifications, recapitalizations, combinations or similar
transactions.
(2)This
registration statement shall also cover an indeterminate number of
shares of common stock that may become issuable upon exercise of
the warrants pursuant to anti-dilution adjustments of such
warrants.
(3)Based
on the exercise price of the associated warrants in accordance with
Rule 457(g) under the Securities Act.
Prospectus
Callon Petroleum Company
9,025,744 Shares of Common Stock
This prospectus covers the resale by the selling shareholders
identified in this prospectus of up to an aggregate of 9,025,744
shares of common stock, par value $0.01 per share (“common stock”),
of Callon Petroleum Company (“Callon,” the “Company,” “we” or
“us”), which consists of: (i) up to 7,271,741 shares of common
stock that may be issued upon exercise of the Series B warrants
(the “Series B Warrants”) that were issued pursuant to the Purchase
Agreement, dated September 30, 2020 (the “Purchase Agreement”), by
and among the Company, the purchaser named in Schedule I thereto
(the “Series B Holder”), and the other parties thereto and (ii) up
to 1,754,003 shares of common stock that may be issued upon
exercise of the Series C warrants (the “Series C Warrants”, and
together with the Series B Warrants, the “Warrants”) that were
issued pursuant to the Exchange Agreement, dated November 2, 2020
(as amended and supplemented from time to time, the “Exchange
Agreement”), by and among the Company and the holders named in
Schedule I thereto (the “Series C Holders”).
We are not selling any shares of common stock under this
prospectus, and we will not receive any of the proceeds from the
sale or other disposition of shares of common stock by the selling
shareholders. Additionally, we will not receive any proceeds upon
exercise of the Warrants.
These securities may be offered and sold by the selling
shareholders from time to time in accordance with the provisions
set forth under “Plan of Distribution.” The selling shareholders
may offer and sell these securities to or through one or more
underwriters, dealers or agents, who may receive compensation in
the form of discounts, concessions or commissions, or directly to
purchasers, on a continuous or delayed basis. The selling
shareholders may offer and sell these securities at various times
in amounts, at prices and on terms to be determined by market
conditions and other factors at the time of such offerings. This
prospectus describes the general terms of these securities and the
general manner in which the selling shareholders will offer and
sell these securities. A prospectus supplement, if needed, will
describe the specific manner in which the selling shareholders will
offer and sell these securities and also may add, update or change
information contained or incorporated by reference in this
prospectus. The names of any underwriters and the specific terms of
a plan of distribution, if needed, will be stated in the prospectus
supplement.
Our common stock is listed on The New York Stock Exchange (the
“NYSE”) under the symbol “CPE.”
INVESTING IN OUR COMMON STOCK INVOLVES A NUMBER OF RISKS. SEE “RISK
FACTORS” ON PAGE 3 TO READ ABOUT FACTORS YOU SHOULD CAREFULLY
CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.
Neither the Securities and Exchange Commission (the “SEC”) 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 December 18, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have
filed with the SEC using a “shelf” registration process. Using this
process, the selling shareholders may offer the securities
described in this prospectus in one or more offerings. This
prospectus provides you with a general description of us and the
securities that may be offered by the selling shareholders. Each
time securities are offered by the selling shareholders pursuant to
this prospectus, the selling shareholders may be required to
provide you with this prospectus and, in certain cases, a
prospectus supplement that will contain specific information about
the selling shareholders and the terms of the securities being
offered. The prospectus supplement may also add to, update or
change the information contained in this prospectus. If there is
any inconsistency between the information in this prospectus and
any prospectus supplement, you should rely on the information in
the prospectus supplement. Please carefully read this prospectus
and any prospectus supplement, in addition to the information
contained in the documents we refer to under the heading “Where You
Can Find More Information” and “Information Incorporated by
Reference.”
Neither we nor the selling shareholders have authorized anyone to
provide you with any information or to make any representations
other than those contained in this prospectus or in any free
writing prospectus made available by us. We and the selling
shareholders take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you.
You should assume that the information appearing in this prospectus
is accurate only as of the date on the cover of this prospectus and
that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects
may have changed since the date indicated on the cover page of such
documents.
The distribution of this prospectus may be restricted by law in
certain jurisdictions. You should inform yourself about and observe
these restrictions. This prospectus does not constitute, and may
not be used in connection with, an offer or solicitation by anyone
in any jurisdiction in which the offer or solicitation is not
authorized, or in which the person making the offer or solicitation
is not qualified to do so, or to any person to whom it is unlawful
to make the offer or solicitation.
SUMMARY
We are an independent oil and natural gas company focused on the
acquisition, exploration and development of high-quality assets in
the leading oil plays of South and West Texas. Our activities are
primarily focused on horizontal development in the Midland and
Delaware Basins, both of which are part of the larger Permian Basin
in West Texas. In 2019, through our acquisition of Carrizo Oil
& Gas, Inc., we doubled our core acreage position in the
Delaware Basin and entered the Eagle Ford Shale. Our primary
operations in the Permian Basin reflect a high-return, oil-weighted
drilling inventory with multiple prospective horizontal development
intervals and are complemented by a well-established and repeatable
free cash flow generating business in the Eagle Ford
Shale.
We are a Delaware corporation with our principal executive office
located at One Briarlake Plaza, 2000 W. Sam Houston Parkway S.,
Suite 2000, Houston, Texas 77042. Our telephone number at that
address is (281) 589-5200. Our common stock is listed on the New
York Stock Exchange under the symbol “CPE.”
THE OFFERING
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Common stock offered by the selling shareholders |
9,025,744 shares. |
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Terms of the offering |
The selling shareholders will determine when and how they sell the
shares of common stock offered in this prospectus, as described in
“Plan of Distribution.” |
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Use of proceeds |
We will not receive any of the proceeds from the sale of the shares
of common stock being offered in this prospectus. See “Use of
Proceeds.” |
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NYSE symbol |
Our common stock is listed on the NYSE under the symbol
“CPE.” |
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Risk factors |
You should read the “Risk Factors” section of this prospectus for a
discussion of factors to consider carefully before deciding to
invest in shares of our common stock. |
RISK FACTORS
Before making an investment decision, you should carefully consider
the risks described under “Risk Factors” in our most recent Annual
Report on Form 10-K and in subsequent Quarterly Reports on Form
10-Q, together with all of the other information appearing in this
prospectus or any applicable prospectus supplement or documents
incorporated by reference herein or therein. The risks so described
are not the only risks facing our company. Additional risks not
presently known to us or that we currently deem immaterial may also
impair our business operations. Our business, financial condition
and results of operations could be materially adversely affected by
any of these risks. Furthermore, the trading price of our
securities could decline due to any of these risks, and you may
lose all or part of your investment.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any accompanying prospectus supplement and the
documents incorporated by reference herein or therein may include
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “anticipate,”
“project,” “intend,” “estimate,” “expect,” “believe,” “predict,”
“budget,” “projection,” “goal,” “plan,” “forecast,” “target” or
similar expressions intended to identify forward-looking
statements.
All statements other than statements of historical facts included
in this prospectus, any accompanying prospectus supplement and the
documents incorporated by reference herein or therein are
forward-looking statements. These statements may address
activities, events or developments that we expect or anticipate
will or may occur in the future, including such things
as:
•our
oil and natural gas reserve quantities, and the discounted present
value of these reserves;
•the
amount and nature of our capital expenditures;
•our
future drilling and development plans and our potential drilling
locations;
•the
timing and amount of future capital and operating
costs;
•production
decline rates from our wells being greater than
expected;
•commodity
price risk management activities and the impact on our average
realized prices;
•business
strategies and plans of management;
•prospect
development and property acquisitions; and
•some
of the risks, which could affect our future results.
Although we believe that our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are
reasonable, we can give no assurance that these plans, intentions
or expectations will be achieved. We disclose important factors
that could cause our actual results to differ materially from our
expectations under “Risk Factors” in our most recent Annual Report
on Form 10-K and in subsequent Quarterly Reports on Form 10-Q.
These factors, some of which are beyond our control, include the
following:
•volatility
of oil, natural gas and natural gas liquids (“NGLs”) prices or a
prolonged period of low oil, natural gas or NGLs prices and the
effects of actions by, or disputes among or between, members of the
Organization of Petroleum Exporting Countries, such as Saudi Arabia
and other oil and natural gas producing countries, such as Russia,
with respect to production levels or other matters related to the
price of oil;
•general
economic conditions, including the availability of credit and
access to existing lines of credit;
•the
effects of excess supply of oil and natural gas resulting from the
reduced demand caused by the COVID-19 pandemic and the actions by
certain oil and natural gas producing countries;
•the
uncertainty of estimates of oil and natural gas
reserves;
•impairments;
•the
impact of competition;
•the
availability and cost of seismic, drilling and other equipment,
waste and water disposal infrastructure, and
personnel;
•operating
hazards inherent in the exploration for and production of oil and
natural gas;
•difficulties
encountered during the exploration for and production of oil and
natural gas;
•the
potential impact of future drilling on production from existing
wells;
•difficulties
encountered in delivering oil and natural gas to commercial
markets;
•changes
in customer demand and producers’ supply;
•the
uncertainty of our ability to attract capital and obtain financing
on favorable terms;
•compliance
with, or the effect of changes in, the extensive governmental
regulations regarding the oil and natural gas business including
those related to climate change and greenhouse gases;
•the
impact of government regulation, including regulation of hydraulic
fracturing and water disposal wells;
•any
increase in severance or similar taxes;
•the
financial impact of accounting regulations and critical accounting
policies;
•the
comparative cost of alternative fuels;
•credit
risk relating to the risk of loss as a result of non-performance by
our counterparties;
•cyberattacks
on the Company or on systems and infrastructure used by the oil and
natural gas industry; and
•weather
conditions;
•our
ability to maintain compliance with the NYSE continued listing
requirements and avert delisting of our common stock;
•risks
associated with acquisitions, including the Company's acquisition
of Carrizo Oil & Gas, Inc. in an all-stock transaction, which
was completed on December 20, 2019 (the "Carrizo
Acquisition");
•failure
to realize the expected benefits of the Carrizo
Acquisition;
•any
litigation relating to the Carrizo Acquisition; and
•any
other factors listed in the reports we have filed and may file with
the SEC.
All forward-looking statements speak only as of the date of the
document in which they are contained; we disclaim any obligation to
update these statements unless required by law, and we caution you
not to place undue reliance on them.
All forward-looking statements, expressed or implied, included in
this prospectus, any prospectus supplement and the documents
incorporated by reference herein or therein are qualified in their
entirety by this cautionary statement. This cautionary statement
should also be considered in connection with any subsequent written
or oral forward-looking statements that we or persons acting on our
behalf may issue.
In addition, we caution that reserve engineering is a process of
estimating oil and natural gas accumulated underground and cannot
be measured exactly. Accuracy of reserve estimates depend on a
number of factors, including data available at the point in time,
engineering interpretation of the data, and assumptions used by the
reserve engineers as it relates to price and cost estimates and, if
significant, would impact future development plans. As such,
reserve estimates may differ from actual results of oil and natural
gas quantities ultimately recovered.
USE OF PROCEEDS
We are not selling any shares of common stock under this
prospectus, and we will not receive any of the proceeds from the
sale of shares of common stock by the selling shareholders. All
shares of common stock offered by this prospectus are being
registered for the account of the selling
shareholders.
The shares of common stock covered by this prospectus are issuable
upon exercise of the Warrants to purchase an aggregate of 9,025,744
shares of common stock. The Warrants may only be exercised on a
cashless “net” exercise basis. Therefore, we will not receive any
proceeds from the selling shareholders upon exercise of the
Warrants.
SELLING SHAREHOLDERS
This prospectus covers the possible resale by the selling
shareholders identified in this prospectus of up to an aggregate of
9,025,744 shares of our common stock, which consists of (i) up to
7,271,741 shares of common stock that may be issued upon exercise
of the Series B Warrants that were received by the Series B Holder
upon execution of the Purchase Agreement and (ii) up to 1,754,003
shares of common stock that may be issued upon exercise of the
Series C Warrants that were received by the Series C Holders upon
execution of the Exchange Agreement.
The following table sets forth information about the maximum number
of shares of common stock that may be offered from time to time by
the selling shareholders under this prospectus. The selling
shareholders identified below may acquire at any time shares in
addition to those registered hereby. In addition, the selling
shareholders identified below may sell, transfer, assign or
otherwise dispose of some or all of their shares in transactions
exempt from or not subject to the registration requirements of the
Securities Act. Accordingly, we cannot give an estimate as to the
number of shares that will be held by the selling shareholders upon
termination of this offering. The information set forth below is
based on information provided by or on behalf of the selling
shareholders prior to the date hereof. Information concerning the
selling shareholders may change from time to time.
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Name of Selling Shareholder |
Shares Beneficially Owned Prior to Offering |
Shares of Common Stock Offered Hereby |
Shares of Common Stock
Beneficially Owned After
Completion of the Offering(1)
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Number |
Percentage |
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Chambers Investments, LLC
(2)
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7,271,741 |
7,271,741 |
— |
— |
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BlackRock, Inc.
(3)
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360,967 |
360,967 |
— |
— |
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Lion Point Master, LP
(4)
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585,130 |
585,130 |
— |
— |
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Third Point, LLC
(5)
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807,906 |
807,906 |
— |
— |
(1)Assumes
the selling shareholders sell all of the shares of common stock
offered pursuant to this prospectus.
(2)Benjamin
Dell, Neil McMahon, Henry Makansi, Noam Lockshin and Alex Inkster
have shared voting and investment control over the securities held
by Chambers Investments, LLC by virtue of serving as the manager
members of KEMC Fund V GP, LLC, the general partner of each of the
members of Chambers Investments, LLC. The business address of
Chambers Investments, LLC is Kimmeridge Energy Management Company,
LLC, 412 West 15th Street, 11th Floor, New York, NY
10011.
(3)The
registered holders of the referenced shares to be registered are
the following funds under management by a subsidiary of BlackRock,
Inc.: ACE American Insurance Company High Yield, ACE Bermuda
Insurance, Limited, ACE Property & Casualty Insurance Company,
ACE Tempest Reinsurance Ltd., BlackRock High Yield Bond Portfolio
of BlackRock Funds V, California State Teachers' Retirement System,
Federal Insurance Company, Den Professionelle Forening Danske
Invest Institutional High Yield Bond Portfolio, Employees'
Retirement Fund of the City of Dallas, Fideuram Asset Management
(Ireland) Ltd., AIC Management Company LLC, Brighthouse Funds Trust
I - BlackRock High Yield Portfolio, United of Omaha Life Insurance
Company, PPL Services Corporation Master Trust, Advanced Series
Trust - AST BlackRock Global Strategies Portfolio and Zurich
American Insurance Company. BlackRock, Inc. is the ultimate parent
holding company of such subsidiary. On behalf of such subsidiary,
the applicable portfolio managers, as managing directors (or in
other capacities) of such entity, and/or the applicable investment
committee members of such fund, have voting and investment power
over the shares held by the fund which is the registered holder of
the referenced shares. Such portfolio managers and/or investment
committee members expressly disclaim beneficial ownership of all
shares
held by such fund. The address of such fund, such subsidiary and
such portfolio managers and/or investment committee members is 55
East 52nd Street, New York, NY 10055. Shares shown include only the
securities being registered for resale and may not incorporate all
interests deemed to be beneficially held by the registered holders
or BlackRock, Inc.
(4)Lion
Point Capital, LP, as the investment manager of Lion Point Master,
LP, may be deemed to share voting and/or investment power over the
shares of common stock listed herein held by Lion Point Master, LP.
The address for Lion Point Capital, LP is 250 West 55th Street,
33rd Floor, New York, NY 10019.
(5)Third
Point LLC holds its interests in the shares of common stock listed
herein through the following funds managed and/or advised by Third
Point LLC: Third Point Partners Qualified L.P., Third Point
Partners L.P., Third Point Offshore Master Fund L.P., Third Point
Ultra Master Fund L.P. and Third Point Enhanced L.P. Third Point
LLC serves as investment manager to each of Third Point Partners
Qualified L.P., Third Point Partners L.P., Third Point Offshore
Master Fund L.P., Third Point Ultra Master Fund L.P. and Third
Point Enhanced L.P. Daniel S. Loeb is the Chief Executive Officer
of Third Point LLC. As a result of the relationships described in
this footnote, Third Point LLC and Mr. Loeb may be deemed to have
voting and investment power over the shares of common stock listed
herein as owned by such funds. Each of Third Point LLC, Mr. Loeb,
Third Point Partners Qualified L.P., Third Point Partners L.P.,
Third Point Offshore Master Fund L.P., Third Point Ultra Master
Fund L.P. and Third Point Enhanced L.P. disclaims beneficial
ownership of the shares of common stock listed herein except to the
extent of their respective pecuniary interest therein. The business
address of each of Third Point Partners Qualified L.P., Third Point
Partners L.P., Third Point Offshore Master Fund L.P., Third Point
Ultra Master Fund L.P., Third Point Enhanced L.P., Third Point LLC
and Mr. Loeb is c/o Third Point LLC, 55 Hudson Yards, New York, NY
10001.
Registration Rights Agreements with the Selling
Shareholders
The Series B Holder is party to a registration rights agreement
that was entered into with the Company on September 30, 2020 (the
“Registration Rights Agreement”). The shares of common stock that
may be sold by the Series B Holder upon exercise of the Class B
Warrants are being registered by the Company pursuant to this
Registration Rights Agreement. Under this agreement, we are paying
the costs of registration and we have agreed to indemnify the
Series B Holder against certain liabilities, including liabilities
arising under the Securities Act.
Further, pursuant to the Exchange Agreement, the shares of common
stock that may be sold by the Series C Holders upon exercise of the
Series C Warrants are being registered by the Company
hereunder.
Other Material Relationships
To our knowledge, none of the selling shareholders have, or have
had within the past three years, any position, office or other
material relationship with us or any of our predecessors or
affiliates, other than as described above and other than their
ownership of our common stock and the Warrants.
PLAN OF DISTRIBUTION
The offered shares are being registered to permit the selling
shareholders to offer and sell the offered shares from time to time
after the date of this prospectus. We will not receive any of the
proceeds from the sale or other distribution of the common stock,
or any proceeds from the selling shareholders upon exercise of the
Warrants. We will bear the fees and expenses incurred by us in
connection with our obligation to register the offered securities
pursuant to the Registration Rights Agreement and Exchange
Agreement. If the shares are sold through underwriters or
broker-dealers, we will not be responsible for underwriting
discounts or commissions or agents’ commissions.
The selling shareholders may act independently of us in making
decisions with respect to the timing, manner and size of each of
their sales. The selling shareholders and certain of their
successors, including certain transferees and assignees, may make
sales of the shares of common stock included in this prospectus
from time to time through one or more methods specified herein or
through a combination of any of such methods or any other method
permitted pursuant to applicable law. Such offers and sales may be
made directly to purchasers, through underwriters, to dealers or
through agents, on any stock exchange on which the shares are
listed or otherwise at prices and under terms prevailing at the
time of the sale, at prices related to the then-current market
price, at fixed prices, at varying prices determined at the time of
sale, at privately negotiated prices or any other method permitted
pursuant to applicable law. Such sales may be effected by a variety
of methods, including the following:
•in
market transactions or on any national securities exchange or
quotation service or over-the-counter market on which the shares
may be listed or quoted at the time of sale;
•in
transactions other than on such exchanges or services or in the
over-the-counter market;
•in
privately negotiated transactions;
•through
one or more underwriters on a firm commitment or best-efforts
basis, including through overnight underwritten offerings or bought
deals;
•through
the writing or settlement of options or other hedging transactions
(including the issuance by the selling shareholders of derivative
securities), whether the options or such other derivative
securities are listed on an options exchange or
otherwise;
•through
the settlement of certain short sales entered into after the date
of this prospectus;
•purchases
by the broker-dealer as principal, and resale by the broker-dealer
for its account pursuant to this prospectus;
•a
block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent, but may resell all or a portion of the
block as principal in order to facilitate the
transaction;
•in
a public auction;
•transactions
in which a broker-dealer may agree with the selling shareholders to
sell a specified number of such shares at a stipulated price per
share;
•transactions
in which the broker-dealer as agent solicits purchasers and
ordinary brokerage transactions by the broker-dealer as
agent;
•an
offering at other than a fixed price on or through the facilities
of any stock exchange on which the shares are then listed or to or
through a market maker other than on that stock
exchange;
•by
distribution to employees, members, limited partners or
stockholders of the selling shareholders;
•through
any combination of the foregoing methods of sale; or
•through
any other method permitted pursuant to applicable law.
Additionally, a selling shareholder that is an entity may elect to
make a distribution of the shares of common stock to its members,
partners or shareholders pursuant to the registration statement of
which this prospectus is a part. To the extent that such members,
partners or shareholders are not affiliates of ours, such members,
partners or
shareholders would thereby receive freely tradeable shares of
common stock pursuant to the distribution through a registration
statement.
The selling shareholders may enter into derivative transactions
with third parties or sell securities not covered by this
prospectus to third parties in privately negotiated
transactions.
The selling shareholders may enter into hedging transactions with
broker-dealers or any other person, in connection with such broker
dealer or other person who may in turn engage in short sales of the
shares of common stock in the course of hedging the positions they
assume. The selling shareholders also may sell shares short and
deliver shares covered by this prospectus to close out the short
positions or loan, pledge, or grant a security interest in, some or
all the shares owned by them to broker-dealers that in turn may
sell such shares.
The selling shareholders may also directly make offers to sell some
or all of the shares of common stock included in this prospectus
to, or solicit offers to purchase such shares from, purchasers from
time to time.
If the selling shareholders use one or more underwriters in the
sale, the underwriters will acquire the securities for their own
account, and they may resell these securities from time to time in
one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the
time of sale. The securities may be offered and sold to the public
either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more of such firms. In
connection with those sales, underwriters may be deemed to have
received compensation from the selling shareholders in the form of
underwriting discounts or commissions and may also receive
commissions from purchasers of the shares for which they may act as
agents.
From time to time, the selling shareholders may sell the shares of
common stock included in this prospectus to one or more dealers
acting as principals. The dealers, which may be deemed to be
“underwriters” as that term is defined in the Securities Act, may
then resell the shares to purchasers.
The selling shareholders may designate broker-dealers as agents
from time to time to solicit offers from purchasers to purchase the
shares of common stock included in this prospectus, or to sell such
shares in ordinary brokerage transactions, on their behalf. Such
broker-dealers may be deemed to be “underwriters” as that term is
defined in the Securities Act in such offering.
The selling shareholders or their respective underwriters,
broker-dealers, or agents may make sales of the shares of common
stock that are deemed to be an “at-the-market offering” as defined
in Rule 415 of the Securities Act, which includes sales of such
shares made directly on or through any stock exchange on which the
shares are listed, the existing trading market for the shares, or
in the over-the-counter market or otherwise.
From time to time, one or more of the selling shareholders may
pledge, hypothecate or grant a security interest in some or all of
the shares of common stock owned by them. In the event of default,
the pledgees, secured parties or persons to whom the shares have
been hypothecated will, to the extent registration rights are
transferable and are transferred upon foreclosure, be deemed to be
selling shareholders under this prospectus. The number of shares
offered under this prospectus by a given selling shareholder will
decrease as and when such events occur. In addition, a selling
shareholder may, from time to time, sell the shares short, and, in
those instances, this prospectus may be delivered in connection
with the short sales, and the shares offered under this prospectus
may be used to cover short sales.
In addition to the transactions described above, the selling
shareholders may sell the shares of common stock included in this
prospectus in compliance with available exemptions from the
registration requirements under the Securities Act, rather than
pursuant to this prospectus.
The selling shareholders may decide to sell all or a portion of the
securities offered by them pursuant to this prospectus or may
decide not to sell any securities under this prospectus. In
addition, the selling shareholders may transfer, sell or dispose of
the securities by other means not described in this
prospectus.
The selling shareholders and any other persons participating in the
sale or distribution of shares of common stock will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M. Regulation M may
limit the timing of purchases and sales of any of the shares by the
selling shareholders and any other such persons. In addition,
Regulation M may restrict the ability of any person engaged in the
distribution of the shares to engage in market-making activities
with respect to the shares being distributed for a period of up to
five business days before the distribution. This 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.
To the extent required, the securities to be sold, the names of the
selling shareholders, the respective purchase prices and public
offering prices, the names of any agents, dealers or underwriters
and any applicable commissions or discounts with respect to a
particular offering will be set forth in an accompanying prospectus
supplement or, if appropriate, a post-effective amendment to the
registration statement that includes this prospectus.
We have agreed to indemnify, in certain circumstances, the selling
shareholders against certain liabilities to which they may become
subject in connection with the sale of the shares of common stock
included in this prospectus, including liabilities arising under
the Securities Act. Each of the selling shareholders has agreed to
indemnify us in certain circumstances against certain liabilities
to which we may become subject in connection with the sale of such
shares, including liabilities arising under the Securities Act. We
have also agreed that if the indemnification described above is
held by a court or government agency of competent jurisdiction to
be unavailable to any indemnified party or is insufficient to hold
them harmless in respect of any losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party
as a result of such loss in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one
hand and of such indemnified party on the other in connection with
the statements or omissions that resulted in such losses, as well
as any other relevant equitable considerations. We and the selling
shareholders may agree to indemnify underwriters, dealers and
agents who participate in the distribution of the shares included
in this prospectus against certain liabilities to which they may
become subject in connection with the sale of such shares,
including liabilities arising under the Securities
Act.
Certain of the underwriters and their affiliates may engage in
transactions with and may perform services for us or our affiliates
in the ordinary course of business.
We have agreed to pay the expenses of the registration of the
shares of common stock offered and sold by the selling shareholders
under the registration statement of which this prospectus forms a
part, including, but not limited to, all registration and filing
fees.
A prospectus and accompanying prospectus supplement in electronic
form may be made available on the websites maintained by the
underwriters of a given offering. The underwriters may agree to
allocate a number of securities for sale to their online brokerage
account holders. Such allocations of securities for internet
distributions will be made on the same basis as other allocations.
In addition, securities may be sold by the underwriters to
securities dealers who resell securities to online brokerage
account holders.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. The place and time of delivery for the securities in
respect of which this prospectus is delivered will be set forth in
the accompanying prospectus supplement.
In connection with offerings of securities under the registration
statement of which this prospectus forms a part and in compliance
with applicable law, underwriters, brokers or dealers may engage in
transactions that stabilize or maintain the market price of the
securities at levels above those that might otherwise prevail in
the open market. Specifically, underwriters, brokers or dealers may
over-allot in connection with offerings, creating a short position
in the securities for their own accounts. For the purpose of
covering a syndicate short position or stabilizing the price of the
securities, the underwriters, brokers or dealers may place bids for
the securities or effect purchases of the securities in the open
market. Finally, the underwriters may impose a penalty whereby
selling concessions allowed to syndicate members or other brokers
or dealers for distribution of the securities in offerings may be
reclaimed by the syndicate if the syndicate repurchases previously
distributed securities in transactions to cover short positions,
in
stabilization transactions or otherwise. These activities may
stabilize, maintain or otherwise affect the market price of the
securities, which may be higher than the price that might otherwise
prevail in the open market, and, if commenced, may be discontinued
at any time. These transactions may be effected on or through any
stock exchange on which the shares are listed, the existing trading
market for the shares, or in the over-the-counter market or
otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC (File No. 001-14039). The SEC
maintains an Internet site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the SEC. The address of the site is
http://www.sec.gov.
We also make available free of charge on our website, at
www.callon.com
under the “Investor” section, all of the documents that we file
with the SEC as soon as reasonably practicable after we
electronically file those documents with the SEC. Information
contained on, or that can be accessed through, our website is not
incorporated by reference into this prospectus, and you should not
consider such information as part of this prospectus.
This prospectus is part of a registration statement that we filed
with the SEC and does not contain all of the information that you
can find in that registration statement and its exhibits. The full
registration statement, including exhibits to the registration
statement, provides additional information about us and the common
stock offered under this prospectus and may be obtained from the
SEC or us, as provided above. Statements contained in this
prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance such
statement is qualified by reference to each such contract or
document filed with or incorporated by reference as part of the
registration statement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus the information we provide in other documents filed by
us with the SEC. The information incorporated by reference is an
important part of this prospectus and any prospectus supplement. We
incorporate by reference the following documents that we have filed
with the SEC (other than portions of these documents that are
either (i) described in paragraph (e) of Item 201 of Registration
S-K or paragraphs (d)(l)-(3) and (e)(5) of Item 407 of Regulation
S- K or (ii) deemed to have been furnished and not filed in
accordance with SEC rules, including pursuant to Item 2.02 or Item
7.01 of any Current Report on Form 8-K (including any financial
statements or exhibits relating thereto furnished pursuant to Item
9.01), unless otherwise indicated therein):
•our
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed on February 28, 2020;
•our
Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2020 (filed on May 11, 2020), June 30, 2020 (filed on
August 5, 2020), and September 30, 2020 (filed on November 3,
2020);
•our
definitive Proxy Statement on Schedule 14A, filed on April 28,
2020;
•our
Current Reports on Form 8-K filed on February 14, 2020, February
27, 2020, April 17, 2020, May 11, 2020, May 26, 2020, June 8, 2020,
August 7, 2020, October 1, 2020 and November 3, 2020;
and
•the
description of our common stock set forth in our Registration
Statement on Form 8-A, including any amendment or report filed for
purposes of updating such description, filed on November
17,1995.
In addition, all documents subsequently filed by us with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other
than portions of these documents that are either (i) described in
paragraph (e) of Item 201 of Registration S-K or paragraphs
(d)(l)-(3) and (e)(5) of Item 407 of Regulation S-K or (ii) deemed
to have been furnished and not filed in accordance with SEC rules,
including pursuant to Item 2.02 or Item 7.01 of any Current Report
on Form 8-K (including any financial statements or exhibits
relating thereto furnished pursuant to Item 9.01), unless otherwise
indicated therein), until all offerings under the registration
statement of which this prospectus is a part are completed or
terminated, will be considered to be incorporated by reference into
this prospectus and to be a part of this prospectus from the dates
of the filing of such documents. The most recent information that
we file with the SEC automatically updates and supersedes more
dated information.
We will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered,
upon written or oral request of such person, a copy of any or all
of the reports and documents referred to above that have been
incorporated by reference into this prospectus. You should direct
requests for those documents to:
Callon Petroleum Company
One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(281) 589-5200
LEGAL MATTERS
The validity of the securities offered by this prospectus will be
passed upon for us by Kirkland & Ellis LLP. If any legal
matters relating to offerings made in connection with this
prospectus are passed upon by counsel for underwriters, dealers or
agents, such counsel will be named in the prospectus supplement
relating to any such offering.
EXPERTS
The audited consolidated financial statements and management’s
assessment of the effectiveness of internal control over financial
reporting of Callon Petroleum Company incorporated by reference in
this prospectus and elsewhere in the registration statement have
been so incorporated by reference in reliance upon the reports of
Grant Thornton LLP, independent registered public accountants, upon
the authority of said firm as experts in accounting and
auditing.
The information incorporated by reference in this prospectus
relating to certain estimated quantities of Callon’s proved
reserves and future revenue have been derived from reports prepared
by DeGolyer and MacNaughton, independent petroleum engineers, as
stated in their report with respect thereto. All such information
is incorporated in this prospectus in reliance upon the authority
of said firm as experts with respect to the matters covered by
their report and the giving of their report.
The information incorporated by reference in this prospectus
relating to certain estimated quantities of Callon's proved
reserves and future revenue have been derived from reports prepared
by Ryder Scott Company, L.P., independent petroleum engineers, as
stated in their report with respect thereto. All such information
is incorporated in this prospectus in reliance upon the authority
of said firm as experts with respect to the matters covered by
their report and the giving of their report.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets for the various expenses expected to be
incurred in connection with the sale and distribution of the
securities being registered hereby. Unless otherwise stated in any
prospectus supplement relating to an offering by selling
shareholders, all such expenses, other than underwriting discounts
and commissions, will be paid by us.
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SEC registration fee |
$ 5,510.89 |
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Printing expenses |
* |
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Accounting and engineers’ fees and expenses |
* |
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Legal fees and expenses |
* |
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Transfer agent fees and expenses |
* |
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Miscellaneous |
* |
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Total |
* |
Item 15. Indemnification of Directors and Officers.
Callon is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the
State of Delaware. Section 145 of the General Corporation Law of
the State of Delaware provides generally and in pertinent part that
a Delaware corporation may indemnify its directors, officers,
employees and agents (or persons serving at the request of the
Company as a director, officer, employee or agent of another
entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action
except actions by or in the right of the corporation if, in
connection with the matters in issue, they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that in connection with the
defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors,
officers, employees and agents (or persons serving at the request
of the Company as a director, officer, employee or agent of another
entity) against expenses actually and reasonably incurred by them
if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue, or
matter as to which such person has been adjudged liable to the
corporation unless the Delaware Court of Chancery or other court in
which such action or suit is brought approves such indemnification.
Section 145 further permits a Delaware corporation to grant its
directors and officers additional rights of indemnification through
bylaw provisions and otherwise, and or purchase indemnity insurance
on behalf of its directors and officers.
Article Eight of our Certificate of Incorporation (as amended, the
“Certificate of Incorporation”) and Article VIII of our Amended and
Restated Bylaws (the “Bylaws”) provide, in general, that we may
indemnify our directors, officers, employees and agents (or persons
serving at the request of the Company as a director, officer,
employee or agent of another entity) to the full extent of Delaware
law.
Article IX of the Bylaws provides that we shall indemnify, to the
full extent that we shall have power under applicable law to do so
and in a manner permitted by such law, any of our officers or
directors (including those persons serving as an officer or
director of another entity at our request) who is party to a suit
or other proceeding by reason of his or her position as an officer
or director against all, judgements, fines, expenses and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with such suit or proceeding if he or
she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. We may
only indemnify an officer or director who brought the suit or
proceeding if our board of directors had previously authorized such
suit or proceeding. The rights to indemnification provided by our
Bylaws include the right to advancement of expenses, to the full
extent that it shall have power under applicable law to do so and
in a manner permitted by such law, to the extent such person
undertakes to repay all amounts advanced if it shall ultimately be
determined by final judicial decision from which there is no
further right to appeal that such person is not entitled to be
indemnified for such expense.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in
any such capacity, or
liability insurance policies that indemnify our directors and
officers and those of our subsidiaries against various liabilities,
including certain liabilities arising under the Securities Act and
the Exchange Act that may be incurred by them in their capacity as
such.
The indemnification rights set forth above shall not be exclusive
of any other right which an indemnified person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation or Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.
We have entered into separate indemnification agreements with our
directors and executive officers, and intend to enter into
indemnification agreements with any new directors and executive
officers in the future to provide these directors and executive
officers additional contractual assurances regarding the scope of
the indemnification set forth in the Certificate of Incorporation
and Bylaws and to provide additional procedural
protections.
Item 16. Exhibits
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Exhibit Number |
Description |
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1.1* |
Underwriting agreement |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.12 |
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4.13 |
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4.13 |
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4.14 |
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4.15 |
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5.1+ |
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23.1+ |
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23.2+ |
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23.3+ |
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23.4+ |
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24.1+ |
Power of Attorney (included on the signature page of this
registration statement) |
* To be filed, if necessary, by amendment or
as an exhibit to a document filed under the Exchange
Act.
+ Filed herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1)to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
and
(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 (i), (ii) and (iii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of 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.
(4)That,
for the purpose of determining liability under the Securities Act
to any purchaser:
(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement;
and
(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(l)(i),
(vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part
of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5)That,
for purposes of determining any liability under the Securities Act,
each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(6)Insofar
as indemnification for liabilities arising under the Securities Act
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 SEC such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
Houston, Texas on the 18th day of December 2020.
CALLON PETROLEUM COMPANY
By:
/s/ Joseph C. Gatto,
Jr.
Name: Joseph C. Gatto, Jr.
Title: President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Joseph C.
Gatto, Jr., James P. Ulm, II and Michol L. Ecklund, and each of
them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to
(i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective
amendments) to this registration statement together with all
schedules and exhibits thereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, together with all schedules and exhibits thereto,
(ii) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate
in connection therewith, (iii) act on and file any supplement to
any prospectus included in this registration statement or any such
amendment or any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended and
(iv) take any and all actions which may be necessary or appropriate
to be done, as fully for all intents and purposes as he or she
might or could do in person, hereby approving, ratifying and
confirming all that such agent, proxy and attorney-in-fact or any
of his substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on December 18,
2020.
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Signature |
Title |
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/s/ Joseph C. Gatto, Jr.
Joseph C. Gatto, Jr.
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Director, President, and Chief Executive Officer
(Principal Executive Officer)
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/s/ James P. Ulm, II
James P. Ulm, II
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Gregory F. Conaway
Gregory F. Conaway
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Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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/s/ L. Richard Flury
L. Richard Flury
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Chairman of the Board |
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/s/ Frances Aldrich
Sevilla-Sacasa
Frances Aldrich Sevilla-Sacasa
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Director |
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/s/ Matthew R.Bob
Matthew R. Bob
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Director |
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/s/ Barbara J. Faulkenberry
Barbara J. Faulkenberry
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Director |
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/s/ Michael L. Finch
Michael L. Finch
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Director |
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/s/ Joseph C. Gatto, Jr.
Joseph C. Gatto, Jr.
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Director |
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/s/ S.P. Johnson IV
S.P. Johnson IV
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Director |
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/s/ Larry D. McVay
Larry D. McVay
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Director |
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/s/ Anthony J. Nocchiero
Anthony J. Nocchiero
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Director |
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/s/ James M. Trimble
James M. Trimble
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Director |
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/s/ Steven A. Webster
Steven A. Webster
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Director |
