sv8pos
As
filed with the Securities and Exchange Commission on December 15, 2009
Registration No. 333-117533
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PARALLEL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
75-1971716 |
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
1004 N. Big Spring, Suite 400
Midland, Texas 79701
(432) 684-3727
(Address, including zip code, and telephone number,
including area code, of registrants principal executive
offices)
|
|
Larry C. Oldham
Chief Executive Officer
Parallel Petroleum Corporation
1004 N. Big Spring, Suite 400
Midland, Texas 79701
(432) 684-3727
(Name, address, including zip code, and telephone
number, including area code, of agent for service) |
Parallel Petroleum Corporation 2001 Non-Employee Directors Stock Option Plan
(Full Title of the Plan)
Copies to:
|
|
|
Thomas W. Ortloff
Lynch, Chappell & Alsup, P.C.
300 N. Marienfeld, Suite 700
Midland, Texas 79701
(432) 683-3351
|
|
W. Scott Wallace
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000 |
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 definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer þ
|
|
Accelerated filer o
|
|
Non-accelerated filer o
|
|
Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Post-Effective Amendment), filed by Parallel
Petroleum Corporation, a Delaware corporation (the Company), removes from registration all
securities registered under the Registration Statement on Form S-8 (Registration Number 333-117533)
filed by the Company on July 21, 2004 (the Registration Statement), with the U.S. Securities and
Exchange Commission, pertaining to the registration of 500,000 shares of the Companys common
stock, par value $0.01 per share, offered under the Parallel Petroleum Corporation 2001
Non-Employee Directors Stock Option Plan (the Plan), and any additional shares of the Companys
common stock issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions, as provided by the Plan.
In accordance with the Agreement and Plan of Merger dated as of September 15, 2009, by and
among the Company, PLLL Holdings, LLC (Parent), and PLLL Acquisition Co. (the Merger
Subsidiary), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October
13, 2009 (the Merger Agreement), the Merger (as defined in the Merger Agreement) was consummated
on November 25, 2009. As a result of the Merger, the Merger Subsidiary was merged with and into the
Company and the Company became a wholly-owned subsidiary of Parent.
In connection with the consummation of the Merger, each share of the Companys common stock,
par value $0.01 per share (each, a Share), issued and outstanding immediately prior to the
consummation of the Merger (other than Shares held by the Company, Parent, Merger Subsidiary, any
wholly-owned subsidiary of the Company, Parent or Merger Subsidiary or any holder of Dissenting
Shares (as defined in the Merger Agreement)) was converted into the right to receive an amount in
cash equal to $3.15 per Share (the Merger Consideration). Upon consummation of the Merger, the
Companys stockholders immediately prior to the consummation of the Merger ceased to have any
rights as stockholders in the Company (other than their right to receive the Merger Consideration
or their right to appraisal of their Shares under Delaware law) and accordingly no longer have any
interest in the Companys future earnings or growth.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant
to its existing registration statements, including the Registration Statement. In accordance with
an undertaking made by the Company in the Registration Statement to remove from registration, by
means of a post-effective amendment, any securities which remain unsold at the termination of the
offering, the Company hereby removes from registration all securities registered under the
Registration Statement that remain unsold as of the date of this Post-Effective Amendment and
terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Midland, State of Texas, on December 14, 2009.
|
|
|
|
|
|
PARALLEL PETROLEUM CORPORATION
|
|
|
By: |
/s/ Larry C. Oldham
|
|
|
|
Larry C. Oldham |
|
|
|
President and Chief Executive Officer |
|
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Larry C. Oldham and Steven D. Foster, and each of them, either one of whom
may act without joinder of the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Post-Effective Amendment, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date |
/s/ Jeffrey G. Shrader |
|
|
|
|
|
|
|
|
|
Jeffrey G. Shrader
|
|
Chairman of the Board, Director
|
|
December 14, 2009 |
|
|
|
|
|
/s/ Larry C. Oldham |
|
|
|
|
|
|
|
|
|
Larry C. Oldham
|
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
December 14, 2009 |
|
|
|
|
|
/s/ Steven D. Foster |
|
|
|
|
|
|
|
|
|
Steven D. Foster
|
|
Chief Financial Officer
(Principal Accounting
and Principal Financial Officer)
|
|
December 14, 2009 |
|
|
|
|
|
|
|
|
|
|
Andrew Africk
|
|
Director
|
|
|
|
|
|
|
|
|
| |
|
|
|
Robert Falk
|
|
Director
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date |
/s/ Edward A. Nash |
|
|
|
|
| |
|
|
|
Edward A. Nash
|
|
Director
|
|
December 14, 2009 |
|
|
|
|
|
/s/ Sam Oh |
|
|
|
|
| |
|
|
|
Sam Oh
|
|
Director
|
|
December 14, 2009 |
|
|
|
|
|
/s/ Ray M. Poage |
|
|
|
|
| |
|
|
|
Ray M. Poage
|
|
Director
|
|
December 14, 2009 |
|
|
|
|
|
|
| |
|
|
|
Aaron Stone
|
|
Director
|
|
|
|
|
|
|
|
|
| |
|
|
|
Jordan Zaken
|
|
Director
|
|
|