Texas | 76-0319553 | |
(State or other jurisdiction of incorporation | (I.R.S. Employer | |
or organization) | Identification No.) | |
1401 Enclave Parkway, Suite 300 | ||
Houston, Texas | 77077 | |
(Address of Principal Executive Officer) | (Zip Code) |
Title of securities | Proposed maximum | Proposed maximum | Amount of | |||||||||||
to be registered | Amount to be registered | offering price per share (1) | aggregate offering price (1) | registration fee | ||||||||||
Common Stock,
par value $0.01 per share |
500,000 shares (2) | $3.04 | $1,520,000 | $47 | ||||||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales prices of a share of Common Stock as reported by the New York Stock Exchange on June 28, 2007. | |
(2) | Includes an equal number of associated rights pursuant to the Shareholder Rights Agreement dated May 5, 1999 between the Company and American Stock Transfer & Trust Company, as amended. Also includes an indeterminable number of shares of common stock issuable as a result of the anti-dilution provisions of the Plan. |
(i) | the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006; | ||
(ii) | the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007; | ||
(iii) | the Companys Current Report on Form 8-K/A filed March 9, 2007; | ||
(iv) | Item 8.01 of the Companys Current Report on Form 8-K filed March 16, 2007; | ||
(v) | the Companys Current Report on Form 8-K filed May 9, 2007; | ||
(vi) | the description of the Companys common stock, $0.01 par value per share, contained in the Companys Form 8-A registration statement filed March 19, 1997, and the description of the shareholder rights attached to the common stock contained in the Companys Form 8-A registration statement filed May 13, 1999, each filed pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended and any subsequent amendments thereto; and | ||
(vii) | all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. |
II-1
| a threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, arbitrative, or investigative, | ||
| an appeal in such an action, suit, or proceeding, or | ||
| an inquiry or investigation that could lead to such an action, suit, or proceeding in which he is a party or to which he is subject by reason of his position. |
| a breach of the directors duty of loyalty to the corporation, it shareholders or its members, | ||
| an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, | ||
| a transaction from which the director derived an improper benefit, or | ||
| an act or omission for which the directors liability is expressly provided for by statute. |
II-2
Exhibit | ||||
No. | Description | |||
3.1
|
| Third Amended and Restated Articles of Incorporation of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 1998). | ||
3.2
|
| Amended and Restated Bylaws of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 1998). | ||
3.3
|
| Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Companys Report on Form 8-K dated May 5, 1999) | ||
4.1
|
| Certificate of Designation for Series C Redeemable Convertible Preferred Stock dated March 28, 2002 (incorporated by reference to Exhibit 3.1 of the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2002). | ||
4.2
|
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Companys Registration Statement on Form S-1, as amended (Reg. No. 33-65504)). | ||
4.3
|
| Common Stock Purchase Warrant of the Company dated October 16, 1990, issued to Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 10.8 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | ||
4.4
|
Common Stock Purchase Warrant of the Company dated October 16, 1990, issued to Michael J. Mayell (incorporated by reference to Exhibit 10.9 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | |||
4.5
|
Registration Rights Agreement dated October 16, 1990, among the Company, Joseph A. Reeves, Jr. and Michael J. Mayell (incorporated by reference to Exhibit 10.7 of the Companys Registration Statement on Form S-4, as amended (Reg. No. 33-37488)). | |||
4.6
|
Warrant Agreement dated June 7, 1994, between the Company and Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1994). | |||
4.7
|
Warrant Agreement dated June 7, 1994, between the Company and Michael J. Mayell (incorporated by reference to Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1994). | |||
4.8
|
Amended and Restated Credit Agreement, dated December 23, 2004, among the Company, Fortis Capital Corp., as Administrative Agent, Sole Lead Arranger and Bookrunner, Comerica Bank, as Syndication Agent, Union Bank of California, N.A., as Documentation Agent, and the several lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 23, 2004). | |||
4.9
|
The Meridian Resource Corporation Directors Stock Option Plan (incorporated by reference to Exhibit 10.5 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | |||
4.10
|
Amendment No. 1, dated as of January 29, 2001, to Rights Agreement, dated as of May 5, 1999, by and between the Company and American Stock Transfer & Trust Co., as rights agent (incorporated by reference from the Companys Current Report on Form 8-K dated January 29, 2001). | |||
4.11
|
The Meridian Resource Corporation 2006 Non-Employee Directors Incentive Plan. | |||
5.1
|
| Opinion of Fulbright & Jaworski L.L.P., regarding the legality of the securities to be offered hereby. | ||
23.1
|
| Consent of BDO Seidman, LLP. | ||
23.2
|
| Consent of T.J. Smith & Company, Inc. | ||
23.3
|
| Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) | ||
24.1
|
| Powers of Attorney (included on the signature pages hereto). |
II-3
II-4
The Meridian Resource Corporation | ||||||
By: | /s/Joseph A. Reeves, Jr. | |||||
Joseph A. Reeves, Jr. | ||||||
Chief Executive Officer |
Signature | Title | |
/s/ Joseph A. Reeves, Jr.
|
Chief Executive Officer, Director and | |
Chairman of the Board | ||
(principal executive officer) | ||
/s/ Michael J. Mayell
|
President, Chief Operating Officer and Director | |
/s/ Lloyd V. DeLano
|
Chief Accounting Officer and Senior Vice President | |
Lloyd V. DeLano
|
(principal financial and accounting officer) | |
/s/ David W. Tauber
|
Director | |
/s/ John B. Simmons
|
Director | |
II-5
Signature | Title | |
Director | ||
/s/ Joe E. Kares
|
Director | |
/s/ Gary A. Messersmith
|
Director | |
/s/ Fenner R. Weller, Jr.
|
Director | |
/s/ Dr. C. Mark Pearson
|
Director |
II-6
Exhibit | ||||
No. | Description | |||
3.1
|
| Third Amended and Restated Articles of Incorporation of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 1998). | ||
3.2
|
| Amended and Restated Bylaws of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 1998). | ||
3.3
|
| Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Companys Report on Form 8-K dated May 5, 1999) | ||
4.1
|
| Certificate of Designation for Series C Redeemable Convertible Preferred Stock dated March 28, 2002 (incorporated by reference to Exhibit 3.1 of the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2002). | ||
4.2
|
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Companys Registration Statement on Form S-1,as amended (Reg. No. 33-65504)). | ||
4.3
|
| Common Stock Purchase Warrant of the Company dated October 16, 1990, issued to Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 10.8 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | ||
4.4
|
| Common Stock Purchase Warrant of the Company dated October 16, 1990, issued to Michael J. Mayell (incorporated by reference to Exhibit 10.9 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | ||
4.5
|
| Registration Rights Agreement dated October 16, 1990, among the Company, Joseph A. Reeves, Jr. and Michael J. Mayell (incorporated by reference to Exhibit 10.7 of the Companys Registration Statement on Form S-4, as amended (Reg. No. 33-37488)). | ||
4.6
|
| Warrant Agreement dated June 7, 1994, between the Company and Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1994). | ||
4.7
|
| Warrant Agreement dated June 7, 1994, between the Company and Michael J. Mayell (incorporated by reference to Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1994). | ||
4.8
|
| Amended and Restated Credit Agreement, dated December 23, 2004, among the Company, Fortis Capital Corp., as Administrative Agent, Sole Lead Arranger and Bookrunner, Comerica Bank, as Syndication Agent, Union Bank of California, N.A., as Documentation Agent, and the several lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 23, 2004). | ||
4.9
|
| The Meridian Resource Corporation Directors Stock Option Plan (incorporated by reference to Exhibit 10.5 of the Companys Annual Report on Form 10-K for the year ended December 31, 1991, as amended by the Companys Form 8 filed March 4, 1993). | ||
4.10
|
Amendment No. 1, dated as of January 29, 2001, to Rights Agreement, dated as of May 5, 1999, by and between the Company and American Stock Transfer & Trust Co., as rights agent (incorporated by reference from the Companys Current Report on Form 8-K dated January 29, 2001). | |||
4.11
|
The Meridian Resource Corporation 2006 Non-Employee Directors Incentive Plan. | |||
5.1
|
Opinion of Fulbright & Jaworski L.L.P., regarding the legality of the securities to be offered hereby. | |||
23.1
|
Consent of BDO Seidman, LLP. |
Exhibit | ||||
No. | Description | |||
23.2
|
Consent of T.J. Smith & Company, Inc. | |||
23.3
|
Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) | |||
24.1
|
Powers of Attorney (included on the signature pages hereto). |