Aurora Oil & Gas Corp - Post-Effective Amendment to Registration Statement (POS AM)
January 30 2008 - 6:08AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 30,
2008
Registration
No. 333-129695
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Post
Effective Amendment No. 6 to
Form
SB-2 Registration Statement
on
Form
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AURORA
OIL & GAS CORPORATION
(Exact
Name of Registrant as specified in its charter)
Utah
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1311
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87-0306609
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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________________
4110
Copper Ridge Drive, Suite 100
Traverse
City, Michigan 49684
(231) 941-0073
(Address
and telephone number of principal executive offices, place of
business)
________________
Name,
address and telephone number of agent for service:
William
W. Deneau, Chief Executive Officer
Aurora
Oil & Gas Corporation
4110
Copper Ridge Drive, Suite 100
Traverse
City, Michigan 49684
(231) 941-0073
With
a copy to:
Iris
K. Linder
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Fraser
Trebilcock Davis & Dunlap, PC
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124 West
Allegan, Suite 1000
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Lansing,
MI 48933
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Approximate
date of proposed sale to the public:
As
soon as practicable after this Registration Statement becomes
effective.
If
the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
o
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.
o
If
this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
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 of 1933,
check the following box.
o
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 of 1933,
check the following box.
o
The
Registrant hereby amends this Registration Statement on such date or dates
as
may
be
necessary to delay its effective date until the Registrant shall file a
further
amendment
which specifically states that this Registration Statement shall
thereafter
become
effective in accordance with Section 8(a) of the Securities Act of
1933,
as
amended, or until this Registration Statement shall become effective on such
date
as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a),
may
determine.
EXPLANATORY
NOTE
This
Registration Statement on Form S-3 is being filed as Post-Effective Amendment
No. 6 (“Amendment No. 6”) to the Form SB-2 Registration Statement on Form S-3 of
Aurora Oil & Gas Corporation, which was filed with the Securities and
Exchange Commission (the “SEC”) on December 21, 2007 (the “Original Form S-3”).
This Amendment No. 6 is being filed solely for the purpose of updating Exhibit
5.1 to the Original Form S-3.
Except
as
described above, no other changes have been made to the Original Form S-3 as
previously amended by Amendment No. 5, and this Amendment No. 6 does not
otherwise attempt to update the information set forth in the Original Form
S-3
as previously amended.
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
of
filing on Form S-3 and has duly caused this Form S-3 Registration
Statement to be signed on its behalf by the undersigned, in the city of Traverse
City, State of Michigan, on this 30th day of January, 2008.
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AURORA
OIL & GAS CORPORATION
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By:
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/s/ William
W. Deneau
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William
W. Deneau, Chairman, Director, and Chief
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Executive
Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
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Title
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Date
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/s/
William W. Deneau
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Chairman,
Chief Executive Officer, and Director
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January
30, 2008
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William
W. Deneau
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(Principal
Executive Officer)
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/s/
Barbara E. Lawson
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Chief
Financial Officer (Principal Financial Officer
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January
30, 2008
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Barbara
E. Lawson
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and
Principal Accounting Officer)
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/s/
John E. McDevitt
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President,
Chief Operating Officer and Director
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January
30, 2008
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John
McDevitt
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/s/
Kevin D. Stulp
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Director
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January
30, 2008
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Kevin
D. Stulp
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/s/
Richard M. Deneau
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Director
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January
30, 2008
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Richard
M. Deneau
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/s/
Gary J. Myles
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Director
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January
30, 2008
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Gary
J. Myles
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/s/
Earl V. Young
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Director
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January
30, 2008
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Earl
V. Young
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/s/
Wayne G. Schaeffer
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Director
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January
30, 2008
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Wayne
G. Schaeffer
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INDEX
OF EXHIBITS
EXHIBITS
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5.1
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Opinion
of Fraser Trebilcock Davis & Dunlap, P.C.
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23.1
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Consent
of Ralph E. Davis Associates, Inc.
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23.2
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Consent
of Schlumberger Technology Corporation.
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23.3
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Consent
of Netherland, Sewell & Associates, Inc.
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23.4
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Consent
of Rachlin Cohen & Holtz LLP.
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23.5
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Awareness
of Weaver and Tidwell, L.L.P.
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23.6
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Consent
of Fraser Trebilcock Davis & Dunlap, P.C. (included in Exhibit
5.1).
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