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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Abraxas Petroleum Corporation (CE) | USOTC:AXAS | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0347 | 0.00 | 01:00:00 |
Nevada
|
|
74-2584033
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification Number) |
Large accelerated filer
o
|
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not mark if a smaller reporting company)
|
|
Smaller reporting company
o
|
Title 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
|
Common Stock, par value $.01 per share
|
4,000,000 shares
|
$1.09 (2)
|
$4,360,000 (2)
|
$440
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the Company’s common stock that become issuable under the Abraxas Petroleum Corporation Amended and Restated 2005 Employee Long-Term Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Company’s receipt of consideration that results in an increase in the number of the Company’s outstanding shares of common stock.
|
(2)
|
In accordance with Rule 457(h), computed upon the basis of the prices reported on the Nasdaq Stock Market on June 28, 2016. This price is used solely for the purpose of calculating the registration fee.
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Commission on March 15, 2016.
|
•
|
Quarterly Report on Form 10-Q for the Quarter ended March 31, 2016 filed with the Commission on May 10, 2016; and
|
•
|
Current Reports on Form 8-K filed with the Commission on January 15, 2016, April 21, 2016, May 10, 2016 and May 23, 2016.
|
|
3.1
|
Articles of Incorporation of Abraxas dated August 30, 1990. (Filed as Exhibit 3.1 to Abraxas’ Registration Statement on Form S-4, No. 33-36565 (the “S-4 Registration Statement”)).
|
|
3.2
|
Articles of Amendment to the Articles of Incorporation of Abraxas dated October 22, 1990. (Filed as Exhibit 3.3 to the S-4 Registration Statement).
|
|
3.3
|
Articles of Amendment to the Articles of Incorporation of Abraxas dated December 18, 1990. (Filed as Exhibit 3.4 to the S-4 Registration Statement).
|
|
3.4
|
Articles of Amendment to the Articles of Incorporation of Abraxas dated June 8, 1995. (Filed as Exhibit 3.4 to Abraxas’ Registration Statement on Form S-3, No. 333-00398 (the “S-3 Registration Statement”)).
|
|
3.5
|
Articles of Amendment to the Articles of Incorporation of Abraxas dated as of August 12, 2000. (Filed as Exhibit 3.5 to Abraxas’ Annual Report on Form 10-K filed April 2, 2001).
|
|
3.6
|
Certificate of Correction dated February 24, 2011 (Filed as Exhibit 3.6 to Abraxas’ Annual Report on Form 10-K filed March 15, 2012).
|
|
3.7
|
Certificate of Withdrawal dated March 16, 2015 (Filed as Exhibit 3.6 to Abraxas’ Current Report on Form 8-K filed March 17, 2015).
|
|
3.8
|
Amended and Restated Bylaws of Abraxas. (Filed as Exhibit 3.1 to Abraxas’ Current Report on Form 8-K on November 17, 2008, File No. 001-16071).
|
|
4.1
|
Specimen Common Stock Certificate of Abraxas. (Filed as Exhibit 4.1 to the S-4 Registration Statement).
|
|
5.1*
|
Opinion of Winstead PC.
|
|
10.1
|
Amended and Restated Abraxas Petroleum Corporation 2005 Employee Long-Term Equity Incentive Plan, as amended (Filed as Annex A to the Registrant’s 2016 Proxy Statement filed on April 6, 2016).
|
|
23.1*
|
Consent of BDO USA, LLP.
|
|
23.2*
|
Consent of DeGolyer and MacNaughton.
|
|
23.3*
|
Consent of Winstead PC. (included in Exhibit 5.1)
|
|
24.1*
|
Power of Attorney (included on the signature page of this Registration Statement).
|
(a)
|
The Registrant undertakes the following:
|
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 of 1933, as amended (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 Commission 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;
|
(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;
|
2.
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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.
|
(c)
|
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 Securities and Exchange Commission 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 of 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.
|
By:
|
/s/ Robert L.G. Watson
Robert L.G. Watson, Chairman of the Board, President and Principal Executive Officer |
Signature
|
|
Title
|
|
Date
|
|
|||
|
/
s/ Robert L.G. Watson
Robert L. G. Watson
|
Chairman of the Board, President (Principal Executive Officer) and Director
|
June 30, 2016
|
|||||
|
/s/ Geoffrey R. King
Geoffrey R. King
|
Vice President and Chief Financial Officer
(Principal Financial Officer) |
June 30, 2016
|
|||||
|
/s/ G. William Krog, Jr.
G. William Krog, Jr.
|
Chief Accounting Officer (Principal Accounting Officer)
|
June 30, 2016
|
|||||
|
/s/ Harold D. Carter
Harold D. Carter
|
Director
|
June 30, 2016
|
|||||
|
/s/ Ralph F. Cox
Ralph F. Cox
|
Director
|
June 30, 2016
|
|||||
|
/s/ W. Dean Karrash
W. Dean Karrash
|
Director
|
June 30, 2016
|
|||||
|
/s/ Jerry J. Langdon
Jerry J. Langdon
|
Director
|
June 30, 2016
|
|||||
|
/s/ Dennis E. Logue
Dennis E. Logue
|
Director
|
June 30, 2016
|
|||||
|
/s/ Brian L. Melton
Brian L. Melton
|
Director
|
June 30, 2016
|
|||||
|
/s/ Paul A. Powell, Jr.
Paul A. Powell, Jr.
|
Director
|
June 30, 2016
|
|||||
|
/s/ Edward P. Russell
Edward P. Russell
|
Director
|
June 30, 2016
|
|
5.1
|
Opinion of Winstead PC (Filed herewith)
|
|
23.1
|
Consent of BDO USA, LLP (Filed herewith)
|
|
23.2
|
Consent of DeGolyer and MacNaughton (Filed herewith)
|
|
23.3
|
Consent of Winstead PC (included in Exhibit 5.1)
|
1 Year Abraxas Petroleum (CE) Chart |
1 Month Abraxas Petroleum (CE) Chart |
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