Registration
No. 333-105942
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Teton
Energy Corporation
(Exact
name of Registrant as specified in its charter)
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Delaware
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84-1482290
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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410
Seventeenth Street, Suite 1850
Denver,
CO 80202
(303)
565-4604
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Karl
F. Arleth
Chief
Executive Officer and President
Teton
Energy Corporation
410
Seventeenth Street, Suite 1850
Denver,
CO 80202
(303)
565-4604
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
David
Danovitch, Esq.
Peter
J. Gennuso, Esq.
Gersten
Savage LLP
600
Lexington Avenue, 9th
Floor
New
York, New York 10022
(212)
752-9700
Approximate
date of commencement of proposed sale to the public:
Not
applicable.
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 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, please 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, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
This
Registration Statement on Form S-3 constitutes a post-effective amendment
to the
Company's Registration Statement on Form SB-2 (Registration No. 333-112229).
Pursuant to Rule 401(b) under the Securities Act, the Company is filing this
post-effective amendment on Form S-3, as it is currently ineligible to file
a
registration statement on Form SB-2.
Deregistration
of Securities and Withdrawal of Registration Statement
_____________________________________
On
June
6, 2003, Teton Energy Corporation, Inc. (f/k/a Teton Petroleum Company) (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement (Registration No. 333-105942) (the "Registration
Statement") on Form SB-2 registering the resale of up to 13,406,456 shares
of
Common Stock held by certain selling holders (as identified in the Prospectus
that is a part of the Registration Statement) received upon the conversion
of
certain convertible debt issued during 2002 as well as in respect of Common
Stock underlying certain warrants issued in connection with the debt financing.
The
Registration Statement, as amended by Pre-Effective Amendment No. 1 filed
July
25, 2003 and Pre-Effective Amendment No. 2 filed January 22, 2004, was declared
effective on January 23, 2004, by the Commission.
In
accordance with the undertaking of the Company set forth in Part II of the
Registration Statement, the Company hereby deregisters any securities that
remain unsold as of the date hereof pursuant to this Post-Effective Amendment
No. 1 on Form S-3 to the Registration Statement and, in accordance with Rules
477 and 478 of the Securities Act of 1933, the Company hereby withdraws the
Registration Statement.
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
for
filing on Form S-3 and has duly caused this registration statement
to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Denver, state of Colorado, on September 30, 2005.
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TETON
ENERGY CORPORATION
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By: |
/s/ Karl Arleth |
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Karl
Arleth
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Chief
Executive
Officer
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