As filed with the Securities and Exchange Commission on June 14, 2019
Registration
No. 333-215784
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CONTANGO OIL & GAS COMPANY*
(Exact name of Registrant as specified in its charter)
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Texas
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1311
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95-4079863
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification No.)
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717 Texas Avenue, Suite 2900
Houston, Texas 77002
(713)
236-7400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sergio Castro
Vice
President and Treasurer
717 Texas Avenue, Suite 2900
Houston, Texas 77002
(713)
236-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Hillary H. Holmes
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002-6760
(346) 718 6602
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 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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth 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
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
per Security
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Debt Securities
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Preferred Stock
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Common Stock
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Depositary Shares(1)
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Warrants(2)
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Guarantee of Debt Securities(3)
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Total
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$250,000,000
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(4)
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(1)
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Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional
share of preferred stock and will be evidenced by a depositary receipt.
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(2)
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The warrants covered by this registration statement may be debt warrants, preferred stock warrants or common
stock warrants.
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(3)
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Debt securities may be issued without guarantees or may be guaranteed by one or more of the registrants named
below. No separate consideration will be received for such guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to such guarantees.
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(4)
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The Registrants are not registering additional securities. Registration fees were originally paid by Contango
Oil & Gas Companys
predecessor-in-interest
upon filing of the registration statement on Form
S-4
dated
June 13, 2013 (No.
333-189302)
and the original registration statement on Form
S-3
dated January 27, 2017 (File
No. 333-215784).
Consequently, no additional registration fees are required with respect to the filing of this Post-Effective Amendment No. 1.
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Each registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrants 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 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) of the Securities Act, may determine.
*
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The following subsidiaries of Contango Oil
& Gas Company are
co-registrants
and are organized in the indicated states and have the indicated I.R.S. Employer Identification Number.
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Delaware
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Crimson Exploration Inc.
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20-3037840
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Crimson Exploration Operating, Inc.
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20-4047764
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Energy Company
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20-4448270
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Operators, Inc.
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20-1256887
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Mining Company
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27-1394738
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Conterra Company
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30-0591866
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contaro Company
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90-0806205
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Alta Investments, Inc.
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80-0711995
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Venture Capital Corporation
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20-1256887
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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Delaware
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Contango Rocky Mountain Inc.
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41-1037944
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(State or other jurisdiction of
incorporation or organization)
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(Exact Name of Registrant
As Specified In Its Charter)
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(IRS Employer
Identification Number)
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