Registration
No. 333-129014
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
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)
565-4600
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Karl
F. Arleth
President
and Chief Executive Officer
Teton
Energy Corporation
410
Seventeenth Street, Suite 1850
Denver,
CO 80202
(303)
565-4600
(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
EXPLANATORY
NOTE
Teton
Energy Corporation (the “Company”) has previously filed a registration statement
pursuant to the requirements of Form S-8 under the Securities Act of 1933,
as
amended, to register the issuance of shares of Common Stock to employees
underlying options pursuant to the Company’s 2003 Employee Stock Compensation
Plan.
Under
cover of this Post-Effective Amendment No. 1 to Form S-8 is a reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act.
Pursuant to General Instruction C to Form S-8, this reoffer prospectus may
be
used for reofferings and resales of shares of Common Stock acquired by
employees, former employees and certain transferees thereof.
Teton
Energy Corporation
Common
Stock
This
prospectus relates to the reoffer and resale of shares of common stock that
have
been or may in the future be acquired pursuant to the 2003 Employee Stock
Compensation Plan of Teton Energy Corporation (the “Company”) by certain of our
employees, including our officers and directors. The plan provides for the
granting of options and other awards to employees and directors of the Company.
A total of 3,000,000 shares of common stock were originally subject to the
plan,
of which 2,875,334 were registered under the form S-8. We will not receive
any
proceeds from these sales.
The
selling stockholders described in this prospectus may reoffer and resell
the
shares from time to time. The shares may be offered at prevailing market
prices,
at prices related to such prevailing market prices, at negotiated prices
or at
fixed prices.
The
common stock is traded on the American Stock Exchange under the symbol “TEC.” On
October 20, 2005, the last reported sale price of the common stock on the
American Stock Exchange was $5.80.
See
“Risk
Factors” on pages 8 to 11 for factors that should be considered before investing
in the common stock.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A
CRIMINAL OFFENSE.
The
date
of this prospectus is October 21, 2005.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will
be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents need not be filed with the SEC either as part
of this
registration statement or as prospectuses or prospectus supplements, pursuant
to
Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this registration statement, pursuant to Item
3 of
Part II of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
TABLE
OF CONTENTS
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Where
You Can Find More Information
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1
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Forward-Looking
Statements
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1
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About
Teton Energy Corporation
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2
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Risk
Factors
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8
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Use
of Proceeds
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11
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Selling
Stockholders
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11
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Plan
of Distribution
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13
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Legal
Matters
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14
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Experts
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14
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WHERE
YOU CAN FIND MORE INFORMATION
We
are a
reporting company and file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC’s public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. You can request
copies
of these documents by writing to the SEC and paying a fee for the copying
cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. Our SEC filings are also available at the
SEC’s
website at http://www.sec.gov.
This
prospectus is part of a registration statement that we have filed with the
SEC
relating to the Company’s common stock. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file
with
the SEC. You may refer to the registration statement, the exhibits and schedules
for more information about us and our common stock. The registration statement,
exhibits and schedules are available at the SEC’s public reference room or
through its Web site.
The
SEC
allows us to “incorporate by reference” information that we file with them,
which means that we can disclose important information to you by referring
you
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC
will
automatically update and supersede this information. We incorporate by reference
the documents listed below:
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(1)
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The
Company’s Annual Report on Form 10-K/A for the Year Ended December 31,
2004.
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(2)
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The
Company’s Quarterly Reports on Form 10-Q for the Quarters Ended March 31,
2005 and June 30, 2005.
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(3)
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All
other reports filed by Registrant pursuant to Section 13(a) or
15(d) of
the Exchange Act since the end of the fiscal year covered by the
Form 10-K
referred to in (a) above, except Current Reports on Form 8-K to
the extent
they contain information furnished pursuant to either Item 2.02
or Item
7.01 thereof.
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(4)
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The
description of the Company’s Common Stock set forth in the Company’s
registration statement on Form 8A, filed with the Commission on
June 8,
2005 (File No. 001-31679), and any amendment or report filed for
the
purpose of updating such
descriptions.
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All
documents we file in the future pursuant to Section 13(a), 13(c),
14 or
15(d) of the Exchange Act after the date of this prospectus and prior
to
the termination of the offering are also incorporated by reference and are
an
important part of this prospectus.
You
may
request a copy of these filings at no cost, by writing or telephoning us
at the
following address or telephone number:
Teton
Energy Corporation
410
Seventeenth Street, Suite 1850
Denver,
Colorado 80202-4444
Attn:
Ms. Gillian Kane
(303)
565-4600
FORWARD-LOOKING
STATEMENTS
This
prospectus contains forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of
which are
beyond our control, which may include statements about our:
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identified
drilling locations;
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exploration
and development drilling prospects, inventories, projects and
programs;
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natural
gas and oil reserves;
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ability
to obtain permits and governmental
approvals;
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realized
oil and natural gas prices;
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lease
operating expenses, general and administrative costs and funding
and
development costs;
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future
operating results; and
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plans,
objectives, expectations and
intentions.
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All
of
these types of statements, other than statements of historical fact included
in
this prospectus, are forward-looking statements. These forward-looking
statements may be found in the “Prospectus Summary”, “Risk Factors”, “Business”,
and other sections of the prospectus. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “could”,
“should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”,
“estimate”, “predict”, “potential”, “pursue”, “target”, “seek”, “objective”, or
“continue”, the negative of such terms or other comparable
terminology.
The
forward-looking statements contained in this prospectus are based largely
on our
expectations, which reflect estimates and assumptions made by our
management. These estimates and assumptions reflect our best judgment
based on currently known market conditions and other factors. Although
we
believe such estimates and assumptions to be reasonable, they are inherently
uncertain and involve a number of risks and uncertainties that are beyond
our
control. In addition, management’s assumptions about future events may
prove to be inaccurate. All readers are cautioned that the forward-looking
statements contained in this prospectus are not guarantees of future
performance, and we cannot assure any reader that such statements will be
realized or the forward-looking events and circumstances will occur.
Actual results may differ materially from those anticipated or implied in
the
forward-looking statements due to the many factors including those listed
in the
“Risk Factors” section and elsewhere in this prospectus. All
forward-looking statements speak only as of the date of this prospectus.
We do not intend publicly to update or revise any forward-looking statements
as
a result of new information, future events or otherwise. These cautionary
statements qualify all forward-looking statements attributable to us or persons
acting on our behalf.
ABOUT
TETON ENERGY CORPORATION
Background
On
June 28, 2005, the Company, after approval from the shareholders,
changed
its name from Teton Petroleum Company to Teton Energy Corporation.
The
Company is an independent energy company engaged primarily in the development,
production and marketing of natural gas and oil in North America.
We
intend to increase shareholder value by profitably growing reserves and
production, primarily through drilling operations. We seek high-quality
exploration and development projects with potential for providing long-term
drilling inventories that generate high returns.
The
Company’s current operations are focused in the Rocky Mountain Region of the
United States. From its inception until 2004, the Company was primarily
engaged in oil and gas exploration, development, and production in Western
Siberia, Russia. In July 2004, the Company’s shareholders voted to
sell its Russian operations to the Company’s Russian partner. The sale, which
was effective as of July 1, 2004 resulted in our reporting a gain
of
$13,087,000. The purchase price for our 35.30% interest in Goloil was $8,960,000
in cash, which was received during August 2004. Goloil also
repaid
advances made by the Company to Goloil totaling $6,040,000. The advances
were made to Goloil by the Company to finance our 50% share of Goloil’s capital
expenditures and bore interest at the rate of 8% per annum. The gross
proceeds of the two transactions to the Company totaled
$15,000,000.
Beginning
in July 2004 the Company has actively pursued opportunities in North
America and abroad in order to redeploy the cash generated in the sale of
its
Goloil asset. The Company signed a binding Letter of Intent on December 17,
2004 and subsequently entered into a formal Purchase and Sale Agreement on
January 10, 2005 with Apollo Energy, LLC and ATEC Energy Ventures,
LLC to
acquire certain undeveloped acreage in the Eastern Denver-Julesburg basin
(“DJ
Basin”) located in Western Nebraska. During the second quarter of 2005 the
Company closed, in three different tranches, on leasehold interests covering
over 186,000 acres. The properties carry a net revenue interest of
approximately 82.3%.
The
total
purchase price paid for the acres was $2,890,744 in cash plus 412,962 in
unregistered shares of common stock, valued at $631,000 and warrants to purchase
206,481 shares of common stock, exercisable at $1.75 per share for a period
of
three years with a fair value, using Black Scholes of $162,000 assuming a
volatility of 82%, a risk free interest rate of 3.21% and $0
dividends.
On
February 15, 2005, the Company signed a membership interest purchase
agreement with PGR Partners, LLC (“PGR”) whereby the Company acquired 25% of the
membership interest in Piceance Gas Resources, LLC, a Colorado limited liability
company (“Piceance LLC”). Piceance LLC owns certain oil and gas rights and
leasehold assets covering approximately 6,300 acres in the Piceance Basin
in
Western Colorado. The properties owned by Piceance LLC carry a net revenue
interest of 78.75%.
The
purchase price for the membership interest in Piceance LLC was $5.25 million
in
cash, the issuance of 450,000 unregistered shares of the Company’s common stock,
which had a fair market value of $837,000, and the issuance of warrants to
purchase 200,000 shares of our common stock, exercisable for a period of
five
years at an exercise price of $2.00 per share. Assuming a volatility of 85%,
a
risk free interest rate of 3.71% and $0 dividends, the warrants had a fair
value, using the Black Scholes method of valuation, of $252,000 at the date
of
issuance.
Recent
Events
The
Company is actively evaluating the hydrocarbon potential on its DJ Basin
acreage
by acquiring and reprocessing existing 2D seismic lines. The Company’s
plans include drilling five exploratory wells in 2006. The Company
is
continuing to evaluate operational options in order to mitigate exploration
risk
with respect to the DJ Basin acreage.
As
of
October 7, 2005, Piceance LLC has drilled two wells, each of which
are
currently producing 1.4mmcf per day (gross). Production from both
wells
continues to be constrained. Both wells have been flowing to gas
sales
lines since July 28, 2005. Piceance LLC commenced drilling
the next
well, the Chevron 34B-13, on September 25, 2005, and the Chevron 6-43D
on
October 10, 2005. These two wells are the third and fourth wells of
an
eight-well program.
On
October 6, 2005, in connection with H. Howard Cooper’s resignation as a
director of the Company, Mr. H. Howard Cooper’s existing consulting
agreement with the Company was replaced with a severance agreement.
The
severance agreement provides that Mr. Cooper will receive a severance
benefit equal to one-year’s salary ($200,000), paid monthly. This
severance benefit will end on the earlier of September 30, 2006, or
upon
Mr. Cooper’s accepting reasonably equivalent employment with another
company during the severance period, or in the event Mr. Cooper is
in
material breach with the terms of the severance agreement, or in the event
that
the Company’s board unanimously adopts a resolution that he is in material
breach of this agreement. The severance agreement also grants
Mr. Cooper certain rights with respect to the registration of shares
underlying certain options or warrants held by Mr. Cooper pursuant
to
various compensation programs. The severance agreement also contains
certain restrictions on Mr. Cooper’s ability to sell shares held by him in
order to protect the price of the Company’s stock.
On
September 23, 2005, the Company notified holders of its Series A
Preferred Stock and its Series B Preferred stock (together the “Preferred
Stock”) regarding the Company’s right to convert the Preferred Stock into the
Company’s Common Stock as provided in the respective certificates of designation
once the Company’s common stock had averaged $6.00 per share for a period of 30
days. This automatic conversion was effective as of September 30,
2005.
On
September 22, 2005, the Company’s board of directors appointed William K.
White to the Company’s board of directors effective immediately.
Mr. White will serve on the Audit Committee and Compensation Committee
of
the Company’s board of directors.
Business
Strategy
The
Company’s objective is to expand its natural gas and oil reserves, production
and revenues through a strategy that includes the following key
elements:
Initiate
drilling operations.
With the
acquisition of the Piceance acreage, the Company has commenced drilling
operations beginning in the second quarter of 2005. Piceance LLC’s
business plan for 2005 includes drilling a minimum of eight wells, two of
which
have been successfully drilled and two of which are currently being drilled.
Piceance LLC is the operator of record in our Piceance Basin Project, with
Orion
Energy Partners, which owns a 50% interest in Piceance LLC and acts as a
contract operator. Teton owns a 25% interest in Piceance LLC and
Delta
Petroleum owns the remaining 25%. Teton may operate in other areas.
The Company understands that there is significant competition for the
acquisition of producing properties and therefore growing the Company through
drilling opportunities is essential.
Acquire
producing properties.
The
Company’s acquisition efforts are also focused on properties that fit well
within existing operations or in areas where the Company is establishing
new
operations or where it believes that a base of existing production will produce
an adequate foundation for economies of scale necessary to grow a business
within a geography or business segment.
Make
core area acquisitions.
The
Company and its key executives have operated both within the United States
and
internationally. The Company believes that its international experience
provides it with a significant competitive edge relative to similarly situated
organizations that tend to remain localized in their operations and focus.
The Company believes that geographic diversification provides the ultimate
hedge
to being able operate an energy concern during the peaks and troughs of the
energy business cycle.
Reduce
risks inherent in oil and natural gas development and marketing.
An integral part of the Company’s strategy has been and will continue to be to
concentrate on development drilling and/or the drilling of extensional step
out
wells that are inherently less risky than drilling new field wildcat wells
in
frontier basins.
Pursuit
of selective complementary acquisitions.
We seek
to acquire long-lived producing properties with a high degree of operating
control, or operators that are known to be competent in the area,
that
contain opportunities to profitably increase natural gas and crude oil reserves
booked by the Company.
Our
2005
strategy is to focus on a disciplined approach to investment that balances
our
drilling effort between exploration opportunities, along with the complimentary
acquisition of producing properties.
Governmental
Regulation
The
Company’s business and the oil and natural gas industry in general are heavily
regulated. The availability of a ready market for natural gas production
depends on several factors beyond the Company’s control. These factors
include regulation of natural gas production, federal and state regulations
governing environmental quality and pollution control, the amount of natural
gas
available for sale, the availability of adequate pipeline and other
transportation and processing facilities and the marketing of competitive
fuels. State and federal regulations generally are intended to prevent
waste of natural gas, protect rights to produce natural gas between owners
in a
common reservoir and control contamination of the environment. Pipelines
are subject to the jurisdiction of various federal, state, and local
agencies.
The
Company believes that it is in substantial compliance with such statutes,
rules,
regulations and governmental orders, although there can be no assurance that
this is or will remain the case. Failure to comply with such laws
and
regulations can result in substantial penalties. The regulatory burden
on
the industry increases our cost of doing business and affects our
profitability. Although we believe we are in substantial compliance
with
all applicable laws and regulations, such laws and regulations are frequently
amended or reinterpreted so we are unable to predict the future cost or impact
of complying with such laws and regulations.
The
following discussion of the regulation of the United States natural gas industry
is not intended to constitute a complete discussion of the various statutes,
rules, regulations and environmental orders to which the Company’s operations
may be subject.
Regulation
of Oil and Natural Gas Exploration and Production
The
Company’s oil and natural gas operations are subject to various types of
regulation at the federal, state and local levels. Prior to commencing
drilling activities for a well, the Company (or its operating
subsidiaries, operating entities or operating partners) must procure permits
and/or approvals for the various stages of the drilling process from the
applicable state and local agencies in the state in which the area to be
drilled
is located. Such permits and approvals include those for the drilling
of
wells, and such regulation includes maintaining bonding requirements in order
to
drill or operate wells and regulating the location of wells, the method of
drilling and casing wells, the surface use and restoration of properties
on
which wells are drilled, the plugging and abandoning of wells and the disposal
of fluids used in connection with operations. The Company’s operations are also
subject to various conservation laws and regulations. These include the
regulation of the size of drilling and spacing units or proration units and
the
density of wells which may be drilled and the unitization or pooling of natural
gas properties. In this regard, some states allow the forced pooling or
integration of tracts to facilitate exploration while other states rely
primarily or exclusively on voluntary pooling of lands and leases.
In
areas where pooling is voluntary, it may be more difficult to form units,
and
therefore, more difficult to develop a project if the operator owns less
than
100% of the leasehold. In addition, state conservation laws may establish
maximum rates of production from oil and natural gas wells, generally prohibit
the venting or flaring of natural gas and impose certain requirements regarding
the ratability of production.
The
effect of these regulations may limit the amount of oil and natural gas the
Company can produce from its wells and may limit the number of wells or the
locations at which the Company can drill. The regulatory burden on
the oil
and natural gas industry increases the Company’s costs of doing business and,
consequently, affects its profitability. Inasmuch as such laws and
regulations are frequently expanded, amended and reinterpreted, the Company
is
unable to predict the future cost or impact of complying with such
regulations.
Natural
Gas Marketing, Gathering, and Transportation
Federal
legislation and regulatory controls have historically affected the price
of the
natural gas and the manner in which production is transported and
marketed. Under the Natural Gas Act of 1938, the Federal Energy Regulatory
Commission (“FERC”) regulates the interstate sale for resale of natural gas and
the transportation of natural gas in interstate commerce, although facilities
used in the production or gathering of natural gas in interstate commerce
are
generally exempted from FERC jurisdiction. Effective January 1, 1993,
the
Natural Gas Wellhead Decontrol Act deregulated natural gas prices for all
“first
sales” of natural gas, which definition covers all sales of our own
production. In addition, as part of the broad industry restructuring
initiatives described below, FERC has granted to all producers such as us
a
“blanket certificate of public convenience and necessity” authorizing the sale
of gas for resale without further FERC approvals. As a result, all
natural
gas that we produce in the future may now be sold at market prices, subject
to
the terms of any private contracts that may be in effect.
Natural
gas sales prices nevertheless continue to be affected by intrastate and
interstate gas transportation regulation, because the prices that companies
such
as ours receive for our production are affected by the cost of transporting
the
gas to the consuming market. Through a series of comprehensive
rulemakings, beginning with Order No. 436 in 1985 and continuing through
Order
No. 636 in 1992 and Order No. 637 in 2000, FERC has adopted regulatory changes
that have significantly altered the transportation and marketing of natural
gas.
These changes were intended by FERC to foster competition by, among other
things, transforming the role of interstate pipeline companies from wholesale
marketers of gas to the primary role of gas transporters, and by increasing
the
transparency of pricing for pipeline services. FERC has also developed rules
governing the relationship of the pipelines with their marketing affiliates,
and
implemented standards relating to the use of electronic data exchange by
the
pipelines to make transportation information available on a timely basis
and to
enable transactions to occur on a purely electronic basis.
In
light
of these statutory and regulatory changes, most pipelines have divested their
gas sales functions to marketing affiliates, which operate separately from
the
transporter and in direct competition with all other merchants, and most
pipelines have also implemented the large-scale divestiture of their gas
gathering facilities to affiliated or non-affiliated companies. Interstate
pipelines thus now generally provide unbundled, open and nondiscriminatory
transportation and transportation-related services to producers, gas marketing
companies, local distribution companies, industrial end users and other
customers seeking such services. Sellers and buyers of gas have gained direct
access to the particular pipeline services they need, and are better able
to
conduct business with a larger number of counterparties.
Environmental
Regulations
The
Company’s operations are subject to numerous laws and regulations governing the
discharge of materials into the environment or otherwise relating to
environmental protection. Public interest in the
protection
of the environment has increased dramatically in recent years. The trend
of more
expansive and stricter environmental legislation and regulations could continue.
To the extent laws are enacted or other governmental action is taken that
restricts drilling or imposes environmental protection requirements that
result
in increased costs to the natural gas industry in general, the business and
prospects of the Company could be adversely affected.
The
nature of the Company’s business operations results in the generation of wastes
that may be subject to the Federal Resource Conservation and Recovery Act
(“RCRA”) and comparable state statutes. The U.S. Environmental Protection
Agency (“EPA”) and various state agencies have limited the approved methods of
disposal for certain hazardous and nonhazardous wastes. Furthermore, certain
wastes generated by the Company’s operations that are currently exempt from
treatment as “hazardous wastes” may in the future be designated as “hazardous
wastes,” and therefore be subject to more rigorous and costly operating and
disposal requirements.
The
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
also known as the “Superfund” law, imposes liability, without regard to fault or
the legality of the original conduct, on certain classes of persons who are
considered to be responsible for the release of a “hazardous substance” into the
environment. These persons include the present or past owners or operators
of
the disposal site or sites where the release occurred and the companies that
transported or arranged for the disposal of the hazardous substances at the
site
where the release occurred. Under CERCLA, such persons may be subject to
joint
and several liability for the costs of cleaning up the hazardous substances
that
have been released into the environment, for damages to natural resources
and
for the costs of certain health studies. It is not uncommon for
neighboring landowners and other third parties to file claims for personal
injury and property damages allegedly caused by the release of hazardous
substances or other pollutants into the environment. Furthermore,
although
petroleum, including natural gas and crude oil, is exempt from CERCLA, at
least
two courts have ruled that certain wastes associated with the production
of
crude oil may be classified as “hazardous substances” under CERCLA and thus such
wastes may become subject to liability and regulation under CERCLA.
State
initiatives to further regulate the disposal of crude oil and natural gas
wastes
are also pending in certain states, and these various initiatives could have
adverse impacts on our business.
In
August 2005, the Energy Policy Act of 2005 was enacted (the “Energy
Act”). The Energy Act contains certain provisions that facilitate oil
and
gas leasing and permitting on Federal lands. The Energy Act also
provides
for certain incentives for oil and gas productions.
Stricter
standards in environmental legislation may be imposed on the industry in
the
future. For instance, legislation has been proposed in Congress from
time
to time that would reclassify certain exploration and production wastes as
“hazardous wastes” and make the reclassified wastes subject to more stringent
handling, disposal and clean-up restrictions. If such legislation
were to
be enacted, it could have a significant impact on our operating costs, as
well
as on the industry in general. Compliance with environmental requirements
generally could have a materially adverse effect upon our capital expenditures,
earnings or competitive position.
The
Company’s operations may be subject to the Clean Air Act (“CAA”) and comparable
state and local requirements. Amendments to the CAA were adopted
in 1990
and contain provisions that may result in the gradual imposition of certain
pollution control requirements with respect to air emissions from the operations
of the Company. The EPA and states have been developing regulations
to
implement these requirements. The Company may be required to incur
certain
capital expenditures in the next several years for air pollution control
equipment in connection with maintaining or obtaining operating permits and
approvals addressing other air emission-related issues.
The
Federal Water Pollution Control Act (“FWPCA” or “Clean Water Act”) and resulting
regulations, which are implemented through a system of permits, also govern
the
discharge of certain contaminants into waters of the United States.
Sanctions for failure to comply strictly with the Clean Water Act are generally
resolved by payment of fines and correction of any identified
deficiencies. However, regulatory agencies could require us to cease
construction or operation of certain facilities that are the source of water
discharges.
Our
operations are subject to local, state and federal laws and regulations to
control emissions from sources of air pollution. Payment of fines
and
correction of any identified deficiencies generally resolve penalties for
failure to comply strictly with air regulations or permits. Regulatory
agencies could also require us to cease construction or operation of certain
facilities that are air emission sources. We believe that we substantially
comply with the emission standards under local, state, and federal laws and
regulations.
Operating
Hazards and Insurance
The
Company’s exploration and production operations include a variety of operating
risks, including the risk of fire, explosions, blowouts, craterings, pipe
failure, casing collapse, abnormally pressured formations, and environmental
hazards such as gas leaks, ruptures and discharges of toxic gas, the occurrence
of any of which could result in substantial losses to the Company due to
injury
and loss of life, severe damage to and destruction of property, natural
resources and equipment, pollution and other environmental damage, clean-up
responsibilities, regulatory investigation and penalties and suspension of
operations. The Company’s pipeline, gathering, and distribution operations
are subject to the many hazards inherent in the natural gas industry.
These hazards include damage to wells, pipelines and other related equipment,
and surrounding properties caused by hurricanes, floods, fires and other
acts of
God, inadvertent damage from construction equipment, leakage of natural gas
and
other hydrocarbons, fires and explosions and other hazards that could also
result in personal injury and loss of life, pollution and suspension of
operations.
Any
significant problems related to its facilities could adversely affect the
Company’s ability to conduct its operations. In accordance with customary
industry practice, the Company maintains insurance against some, but not
all,
potential risks; however, there can be no assurance that such insurance will
be
adequate to cover any losses or exposure for liability. The occurrence
of
a significant event not fully insured against could materially adversely
affect
the Company’s operations and financial condition. The Company cannot
predict whether insurance will continue to be available at premium levels
that
justify its purchase or whether insurance will be available at all.
Our
principal executive offices are located at 410 Seventeenth Street,
Suite 1850. Our main telephone number is (303) 565-4600.
We maintain a website at www.teton-energy.com. Information contained
on
our website does not constitute part of this prospectus.
RISK
FACTORS
An
investment in our shares as offered in this prospectus involves a high degree
of
risk. The SEC allows us to “incorporate by reference” information that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is
considered to be part of this prospectus, and information that we file later
with the SEC will periodically update and supersede this information.
You
should carefully consider the risks described below, together with the other
information contained in this prospectus
as
well as any other documents incorporated by reference into this
prospectus,
before making an investment decision. This
prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
here or incorporated by reference. Factors that could cause or contribute
to
differences in our actual results include those discussed in this section,
as
well as those discussed elsewhere in this prospectus and in other documents
incorporated by reference into this prospectus.
Risks
Related to our Business
We
have incurred significant losses. We expect future losses and we may never
become profitable.
We
have
incurred significant losses in the past. The Company incurred net losses
from
continuing operations for the years ended December 31, 2004, 2003
and 2002
of $5,193,281, $4,036,164 and $10,191,307, respectively. In addition, we
had an
accumulated deficit of $20,467,277 at December 31, 2004. Net loss
for the
six months ending June 30, 2005 was $2,300,200, resulting in an accumulated
deficit of $22,767,477 at June 30, 2005. We may fail to achieve significant
revenues or sustain profitability. There can be no assurance of when, if
ever,
we will be profitable or be able to maintain profitability.
If
we are unable to obtain additional funding our business operations will be
harmed.
We
believe that our current cash position will be sufficient to meet our operating
expenses and capital expenditures through the end of fiscal year 2005 but
anticipate a funding shortfall by mid-year 2006. Although we may
receive
approximately $25,976,417 from the exercise of warrants that are currently
outstanding, the Company has no way of estimating the ultimate amount that
it
will receive from the exercise of those warrants. Also, we do not
know if
additional financing will be available when needed, or if it is available,
if it
will be available on acceptable terms. Insufficient funds may prevent us
from
implementing our business strategy.
Our
business depends on the level of activity in the oil and gas industry, which
is
significantly affected by volatile energy prices.
Our
business depends on the level of activity in oil and gas exploration,
development and production in markets worldwide. Oil and gas prices, market
expectations of potential changes in these prices and a variety of political
and
economic and weather related factors significantly affect this level of
activity. Oil and gas prices are extremely volatile and are affected by numerous
factors, including:
| • |
worldwide
demand for oil and gas;
|
| • |
the
ability of the Organization of Petroleum Exporting Countries, commonly
called “OPEC,” to set and maintain production levels and
pricing;
|
| • |
the
level of production in non-OPEC
countries;
|
| • |
the
policies of the various governments regarding exploration and development
of their oil and gas reserves;
|
| • |
advances
in exploration and development
technology;
|
| • |
the
political environment surrounding the production of oil and
gas;
|
| • |
level
of consumer product demand; and
|
| • |
the
price and availability of alternative
fuels.
|
Our
business involves numerous operating hazards.
Our
operations are subject to certain hazards inherent in drilling for oil or
natural gas, such as blowouts, reservoir damage, loss of production, loss
of
well control, punchthroughs, craterings, or fires. The occurrence of these
events could result in the suspension of drilling operations, damage to or
destruction of the equipment involved and injury or death to rig personnel.
Operations also may be suspended because of machinery breakdowns, abnormal
drilling conditions, failure of subcontractors to perform or supply goods
or
services or personnel shortages. Damage to the environment could also result
from our operations, particularly through oil spillage or extensive uncontrolled
fires. We may also be subject to damage claims by other oil and gas
companies.
Although
we maintain insurance in the areas in which we operate, pollution and
environmental risks generally are not fully insurable. Our insurance policies
and contractual rights to indemnity may not adequately cover our losses,
and we
do not have insurance coverage or rights to indemnity for all risks. If a
significant accident or other event occurs and is not fully covered by insurance
or contractual indemnity, it could adversely affect our financial position
and
results of operations.
Substantially
all of our producing properties are located in the Rocky Mountains, making
us
vulnerable to risks associated with operating in one major geographic
area.
Our
operations are focused on the Rocky Mountain region, which means our producing
properties are geographically concentrated in that area. As a result,
we
may be disproportionately exposed to the impact of delays or interruptions
of
production from these wells caused by significant governmental regulation,
transportation capacity constraints, curtailment of production or interruption
of transportation of natural gas produced from the wells in these
basins.
Competition
in the oil and natural gas industry is intense, which may adversely affect
our
ability to succeed.
The
oil
and natural gas industry is intensely competitive, and we compete with other
companies that have greater resources. Many of these companies not
only
explore for and produce oil and natural gas, but also carry on refining
operations and market petroleum and other products on a regional, national
or
worldwide basis. These companies may be able to pay more for productive
oil and natural gas properties and exploratory prospects or define, evaluate,
bid for and purchase a greater number of properties and prospects than our
financial or human resources permit. In addition, these companies
may have
a greater ability to continue exploration activities during periods of low
oil
and natural gas market prices. Our larger competitors may be able
to
absorb the burden of present and future federal, state, local and other laws
and
regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties
and to
discover reserves in the future will be dependent upon our ability to evaluate
and select suitable properties and to consummate transactions in a highly
competitive environment. In addition, because we have fewer financial
and
human resources than many companies in our industry, we may be at a disadvantage
in bidding for exploratory prospects and producing oil and natural gas
properties.
If
oil and natural gas prices decrease, we may be required to take write-downs
of
the carrying values of our oil and natural gas properties.
Generally
accepted accounting principles require that we review periodically the carrying
value of our oil and natural gas properties for possible impairment. Based
on
specific market factors and circumstances at the time of the prospective
impairment reviews, and the continuing evaluation of development plans,
production data, economics and other factors, we may be required to write
down
the carrying value of our oil and natural gas properties. A write-down
constitutes a non-cash charge to earnings. We may incur impairment charges
in
the future, which could have material adverse effect on our results of
operations in the periods taken.
Governmental
laws and regulations may add to our costs or limit our drilling
activity.
Our
operations are affected from time to time in varying degrees by governmental
laws and regulations. The drilling industry is dependent on demand for services
from the oil and natural gas exploration industry and, accordingly, is affected
by changing tax and other laws relating to the energy business generally.
We may
be required to make significant capital expenditures to comply with governmental
laws and regulations. It is also possible that these laws and regulations
may in
the future add significantly to our operating costs or may significantly
limit
drilling activity. Failure to comply with these laws and regulations
may
result in the suspension or termination of our operations and subject us
to
administrative, civil and criminal penalties, including assessment of natural
resource damage.
There
are risks associated with forward-looking statements made by us and actual
results may differ.
Some
of
the information in this Form S-8 contains forward-looking statements
that
involve substantial risks and uncertainties. You can identify these statements
by forward-looking words such as “may,”“will,”“expect,”“anticipate,”“believe,”“estimate” and “continue,” or similar words. You should read
statements that contain these words carefully because they:
|
|
• |
discuss
our future expectations;
|
|
|
• |
contain
projections of our future results of operations or of our financial
condition; and
|
|
|
• |
state
other “forward-looking”
information.
|
We
believe it is important to communicate our expectations. However, there may
be
events in the future that we are not able to accurately predict or over which
we
have no control. The risk factors listed in this section, as well as any
cautionary language in this prospectus, provide examples of risks, uncertainties
and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You should be
aware
that the occurrence of the events described in these risk factors could have
an
adverse effect on our business, results of operations and financial
condition.
Risks
Relating To Our Common Stock
Our
stock price and trading volume may be volatile, which could result in losses
for
our stockholders.
The
equity trading markets may experience periods of volatility, which could
result
in highly variable and unpredictable pricing of equity securities.
The
market price of our common stock could change in ways that may or may not
be
related to our business, our industry or our operating performance and financial
condition. In addition, the trading volume in our common stock may
fluctuate and cause significant price variations to occur. Some of
the
factors that could negatively affect our share price or result in fluctuations
in the price or trading volume of our common stock include:
|
|
• |
actual
or anticipated quarterly variations in our operating
results;
|
|
|
• |
changes
in expectations as to our future financial performance or changes
in
financial estimates, if any, of public market
analysts;
|
|
|
•
|
announcements
relating to our business or the business of our
competitors;
|
|
|
• |
conditions
generally affecting the oil and natural gas
industry;
|
|
|
• |
the
success of our operating strategy;
and
|
|
|
• |
the
operating and stock price performance of other comparable
companies.
|
Many
of
these factors are beyond our control, and we cannot predict their potential
effects on the price of our
common stock. If the market price of our common stock declines
significantly, you may be unable to resell your shares of common stock at
or
above the public offering price. We cannot assure you that the market
price of our common stock will not fluctuate or decline significantly, including
a decline below the public offering price, in the future. In addition,
the
stock markets in general can experience considerable price and volume
fluctuations.
Our
directors and executive officers beneficially own approximately 21.36% of
our
stock; their interests could conflict with yours; significant sales of stock
held by them could have a negative effect on our stock price; stockholders
may
be unable to exercise control.
As
of October 20, 2005, our executive officers, directors and affiliated
persons beneficially own approximately 21.36% of our common stock. As a result,
our executive officers, directors and affiliated persons will have significant
influence to:
| • |
elect
or defeat the election of our
directors;
|
| • |
amend
or prevent the amendment of our articles of incorporation or
bylaws;
|
| • |
effect
or prevent a merger, sale of assets or other corporate transaction;
and
|
| • |
control
the outcome of any other matter submitted to the stockholders for
vote.
|
In
addition, sales of significant amounts of shares held by our directors and
executive officers, or the prospect of these sales, could adversely affect
the
market price of our common stock. Management’s stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to
obtain
control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.
Existing
stockholders may experience dilution from the sale of our common stock pursuant
to this prospectus
The
sale
of our common stock pursuant to this prospectus may have a dilutive impact
on
our shareholders. As a result, our net income per share could decrease
in
future periods and the market price of our common stock could decline. If
our
stock price decreases, then our existing shareholders would experience greater
dilution.
The
perceived risk of dilution may cause our stockholders to sell their shares,
which would contribute to a decline in the price of our common stock. Moreover,
the perceived risk of dilution and the resulting downward pressure on our
stock
price could encourage investors to engage in short sales of our common stock.
By
increasing the number of shares offered for sale, material amounts of short
selling could further contribute to progressive price declines in our common
stock.
USE
OF PROCEEDS
We
will
not receive any proceeds from sales of common stock by any of the selling
stockholders.
SELLING
STOCKHOLDERS
This
prospectus covers the reoffer and resale of shares of common stock by
participants in the 2003 Employee Stock Compensation Plan (the “Plan”) of Teton
Energy Corporation (the “Company”). The participants are directors, officers, or
employees (or former officers or employees or their transferees by descent
or
distribution) of the Company who received stock options or other awards under
the Plan. The shares that may be sold were acquired or will be acquired pursuant
to the exercise of stock options or other awards granted under the
Plan.
Our
current directors and officers who are also selling stockholders (the “Selling
Affiliates”) have entered into lock-up agreements with the Company. The lockup
agreement restricts the Selling Affiliates from selling any securities owned
by
them for a period of six months from the effective date of the lockup agreement
(the “Initial Lock-up Period”), which is October 31, 2005. Subsequent to the
Initial Lock-up Period, the Selling Affiliates may only sell 25% of their
remaining holdings during each six-month period thereafter. These restrictions
are in effect until the earlier of 24 months from the end of the Initial
Lock-up
Period, the date a Selling Affiliate ceases to be in the employ of and/or
on the
board of the Company, or upon the consummation of a transaction that results
in
a change in control. The lock-up agreements cover securities beneficially
owned
by the Selling Affiliates as of the date of this prospectus as well as any
securities received thereafter during the term of the agreements.
The
selling stockholders may from time to time resell all or a portion of the
shares
of common stock they receive under the Plan pursuant to this prospectus in
one
or more transactions from time to time as described below under “Plan of
Distribution.” However, the selling stockholders are not obligated to sell any
of the shares of common stock offered by this prospectus.
The
following table sets forth information as of October 20, 2005 with respect
to
the beneficial ownership of our common stock by each selling stockholder
whose
identity is known as of the date of this prospectus and the number of shares
of
our common stock held by such selling stockholder as of the date of this
prospectus that are covered by this prospectus. The address for each current
executive officer, director and employee listed below is c/o Teton Energy
Corporation, 410 17th
Street,
Suite 1850, Denver, Colorado 80202.
|
Stockholder
|
|
Position
with Teton
|
|
Number
of
Shares
Beneficially
Owned(1)
|
|
Number
of
Shares
Covered
by
This
Reoffer
Prospectus(2)
|
|
Number
of
Shares
to be
Beneficially
Owned
if
All
Shares
Offered
Hereby
Are
Sold
|
|
Percent
of
Class
Owned
if
All
Shares
Offered
Hereby
Are
Sold(3)
|
| |
|
|
|
|
|
|
|
|
|
|
|
Karl
F. Arleth
|
|
President
& CEO
|
|
891,745
|
(4)
|
710,338
|
|
181,407
|
|
1.63%
|
|
James
J. Woodcock
|
|
Chairman
& Director
|
|
607,539
|
(4)
|
410,148
|
|
197,391
|
|
1.77%
|
|
John
T. Connor, Jr.(5)
|
|
Director
|
|
540,385
|
(4)
|
175,000
|
|
365,385
|
|
3.28%
|
|
Thomas
F. Conroy
|
|
Director
|
|
160,614
|
(4)
|
103,658
|
|
56,956
|
|
*
|
|
H.
Howard Cooper(6)
|
|
Former
Director/Chairman
|
|
1,607,481
|
(4)
|
1,003,289
|
|
604,192
|
|
5.42%
|
|
Igor
Effimoff(7)
|
|
Former
Chief Operating Officer
|
|
412,203
|
(4)
|
373,303
|
|
38,900
|
|
*
|
|
John
Mahar(8)
|
|
Former
Chief Financial Officer
|
|
54,598
|
(4)
|
54,598
|
|
0
|
|
*
|
|
Gillian
Kane
|
|
Employee
|
|
702
|
|
15,000
|
(9)
|
702
|
|
*
|
|
Judy
Donato
|
|
Employee
|
|
0
|
|
10,000
|
(9)
|
0
|
|
*
|
|
Barbara
Locke
|
|
Employee
|
|
600
|
|
10,000
|
(9)
|
600
|
|
*
|
|
Laurie
Otero
|
|
Employee
|
|
0
|
|
10,000
|
(9)
|
0
|
|
*
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
* |
Denotes
less than 1.0%.
|
|
|
(1) |
Beneficial
owner means any person who, directly or indirectly, through
any contract,
arrangement, understanding, relationship or otherwise has or
shares: (i)
voting power, which includes the power to vote, or to direct
the voting
of, shares of our common stock; and/or (ii) investment power,
which
includes the power to dispose, or to direct the disposition
of, shares of
our common stock. A person is also deemed to be the
beneficial owner
of a security if that person has the right to acquire beneficial
ownership
of such security at any time within 60 days from the date of
this reoffer
prospectus.
|
|
|
(2) |
Includes
all options to purchase shares of our common stock under the
Plan, whether
or not exercisable as of, or within 60 days of, the date of
this reoffer
prospectus.
|
|
|
(3) |
Based
on 11,145,130 shares of common stock outstanding as of October
20, 2005.
|
|
|
(4) |
Includes
shares of common stock that may be purchased upon exercise
of currently
exercisable options, as follows: Mr. Arleth, 710,338 shares;
Mr. Woodcock,
410,148 shares; Mr. Connor, 175,000 shares; Mr. Conroy, 103,658
shares;
Mr. Cooper, 1,003,289 shares; Mr. Effimoff, 373,303 shares;
and Mr. Mahar,
54,598 shares.
|
|
|
(5) |
166,667
shares beneficially owned by Mr. Connor through the Third Millennium
Fund,
of which Mr. Connor is the portfolio manager, are not included
in the
lock-up agreement.
|
|
|
(6) |
Mr.
Cooper’s address is 2135
Burgess Creek Road, Suite 7, Steamboat Springs CO
80487.
|
|
|
(7) |
Mr.
Effimoff’s address is 13134 Hermitage Lane, Houston, TX
77079.
|
|
|
(8) |
Mr.
Mahar’s address is 7 West 73rd
Street, New York, New York 10023.
|
|
|
(9) |
These
options are not currently exercisable or vested, as applicable,
within 60
days of the date of this reoffer
prospectus.
|
PLAN
OF DISTRIBUTION
The
selling stockholders may offer and sell the shares of common stock offered
by
this prospectus from time to time in one or more of the following
transactions:
|
|
- |
through
the American Stock Exchange or any other securities exchange that
quotes
the common stock
|
|
|
- |
in
the over-the-counter market
|
|
|
- |
in
transactions other than on such exchanges or in the over-the-counter
market (including negotiated transactions and other private
transactions)
|
|
|
- |
in
short sales of the common stock, in transactions to cover short
sales or
otherwise in connection with short sales
|
|
|
- |
by
pledge to secure debts and other obligations or on foreclosure
of a
pledge
|
|
|
- |
in
a combination of any of the above
transactions
|
The
selling stockholders may sell their shares at market prices prevailing at
the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The transactions listed above may include block
transactions.
The
selling stockholders may use broker-dealers to sell their shares or may sell
their shares to broker-dealers acting as principals. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares
for
whom they acted as agents, or both. If a broker-dealer purchases shares as
a
principal, it may resell the shares for its own account under this
prospectus.
We
have
informed the selling stockholders that the anti-manipulation provisions of
Regulation M under the Securities Exchange Act of 1934 may apply to their
sales
of common stock.
The
selling stockholders and any agent, broker, or dealer that participates in
sales
of common stock offered by this prospectus may be deemed “underwriters” under
the Securities Act of 1933, and any commissions or other consideration received
by any agent, broker, or dealer may be considered underwriting discounts
or
commissions under the Securities Act. The selling stockholders may agree
to
indemnify any broker-dealer or agent that participates in transactions involving
sales of the shares against certain liabilities in connection with the offering
of the shares arising under the Securities Act.
Instead
of selling common stock under this prospectus, the selling stockholders may
sell
common stock in compliance with the provisions of Rule 144 under the Securities
Act of 1933, if available.
LEGAL
MATTERS
Gersten
Savage LLP, New York, New York will pass upon the validity of the common
stock
offered hereby. Certain partners of Gersten Savage LLP have ownership interests,
totaling approximately 1% in us.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the
Annual
Report on Form 10-K/A as of and for the year ended December 31,
2004
have been so incorporated in reliance on the report of Ehrhardt Keefe
Steiner & Hottman PC, independent registered public accountants, given
on the authority of said firm as experts in auditing and
accounting.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the SEC pursuant to Section
13 of
the Exchange Act (File No. 000-31170), are incorporated herein by reference:
(i) Annual Report on Form 10-K/A for the year ended December 31,
2004
filed with the SEC on May 20, 2005; (ii) Annual Report on Form 10-K/A
for the year ended December 31, 2004 filed with the SEC on May 9,
2005; (iii) Annual Report on Form 10-K for the year ended December 31,
2004 filed with the SEC on March 31, 2005; (iv) Quarterly Reports
on
Form 10-Q for the quarter ended March 31, 2005, and Form 10-Q
for
the quarter ended June 30, 2005; (v) Current Reports on Form 8-K
or
Form 8-K/A filed with the SEC on April 19, 2005, May 6, 2005,
June 3, 2005, June 8, 2005, July 5, 2005, July 27,
2005,
September 27, 2005 and October 7, 2005; (iv) description
of our common stock set forth in our registration statement on Form S-8
(Registration No.: 333-112229, and any subsequent amendment or report filed
for
the purpose of updating this description; and (v) the
description of the Company's Common Stock set forth in the Company's
registration statement on Form 8A, filed with the Commission on June 8, 2005
(File No. 001-31679), and any amendment or report filed for the purpose of
updating such descriptions.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of
the Exchange Act subsequent to the date of this Registration Statement and
prior
to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts.
Certain
partners of Gersten Savage LLP have ownership interests, totaling approximately
1% in us.
Item
6. Indemnification of Directors and Officers.
The
Company shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the state of Delaware, as the same may be amended
and
supplemented, indemnify any and all persons whom it shall have the power
to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and
the
indemnification provided for herein shall not be deemed exclusive of any
other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of the stockholders or disinterested Directors or otherwise, both as
to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a
Director, Officer, Employee or Agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
The
Board
of Directors of the Company may also authorize the Company to indemnify
employees or agents of the Company, and to advance the reasonable expenses
of
such persons, to the same extent, following the same determinations and upon
the
same conditions as are required for the indemnification of and advancement
of
expenses to directors and officers of the Company. As of the date of this
Registration Statement, the Board of Directors has not extended indemnification
rights to persons other than directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant
to
the foregoing provisions, the Company has been informed that in the opinion
of
the Commission such indemnification is against public policy as expressed
in the
Securities Act of 1933, as amended (the “Securities Act”) and is therefore
unenforceable.
Indemnification
Agreements
The
Company may enter into indemnification agreements with its directors and
officers for the indemnification of and advancing of expenses to such persons
to
the fullest extent permitted by law.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
|
No.
|
|
Item
|
|
Method
of Filing
|
| |
|
|
|
|
|
4.1
|
|
2003
Employee Stock Compensation Plan
|
|
Incorporated
by reference to Exhibit 10.4 to the Company's Annual Report on
Form 10-K
filed with the Commission on March 31, 2005.
|
| |
|
|
|
|
|
5.1
|
|
Opinion
of Gersten Savage LLP
|
|
Filed
herewith electronically.
|
| |
|
|
|
|
|
23.1
|
|
Consent
of Ehrhardt Keefe Steiner & Hottman PC
|
|
Filed
herewith electronically.
|
| |
|
|
|
|
|
23.2
|
|
Consent
of Gersten Savage LLP
|
|
Included
in Exhibit 5.1.
|
| |
|
|
|
|
|
24.1
|
|
Power
of Attorney
|
|
Included
on page 18 herein.
|
Item
9. Undertakings.
(a)The
undersigned registrant hereby undertakes:
(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;
(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) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 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. Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or section 15(d) of the Exchange Act that are
incorporated by reference 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 previsions, or otherwise, the registrant has been
advised that in the opinion of the 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 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 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.
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
of
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of
Denver, Colorado, on October 21, 2005.
| |
|
|
| |
TETON
ENERGY CORPORATION |
|
|
|
| |
By: |
/s/
Karl F. Arleth |
| |
Karl
F. Arleth |
| |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities
and
on the dates indicated.
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Karl
F.
Arleth as such person’s true and lawful attorney-in-fact and agent, with full
powers of substitution and re-substitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to this Registration Statement, and
to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in
person,
hereby ratifying and confirming all that said attorney-in-fact and agent
or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed on October 21, 2005 by the following persons in the capacities
indicated.
|
Signature
|
|
Title
|
| |
|
|
|
/s/
James J. Woodcock
|
|
Chairman
of the Board of Directors
|
| James J.
Woodcock
|
|
|
| |
|
|
|
/s/
Karl F. Arleth
|
|
President
and Chief Executive Officer (Principal Executive Officer) and
Director
|
|
Karl
F. Arleth
|
|
|
| |
|
|
|
/s/
Patrick A. Quinn
|
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
Patrick
A. Quinn
|
|
|
| |
|
|
|
/s/
John T. Connor, Jr.
|
|
Director
|
| John
T. Connor, Jr. |
|
|
| |
|
|
|
/s/
Thomas F. Conroy
|
|
Director
|
| Thomas
F. Conroy |
|
|
| |
|
|
|
/s/
William K. White
|
|
Director
|
|
William
K. White
|
|
|
INDEX
TO EXHIBITS
|
No.
|
|
Item
|
|
Method
of Filing
|
| |
|
|
|
|
|
4.1
|
|
2003
Employee Stock Compensation Plan
|
|
Incorporated
by reference to Exhibit 10.4 to the Company's Annual Report on
Form 10-K
filed with the Commission on March 31, 2005.
|
| |
|
|
|
|
|
5.1
|
|
Opinion
of Gersten Savage LLP
|
|
Filed
herewith electronically.
|
| |
|
|
|
|
|
23.1
|
|
Consent
of Ehrhardt Keefe Steiner & Hottman PC
|
|
Filed
herewith electronically.
|
| |
|
|
|
|
|
23.2
|
|
Consent
of Gersten Savage LLP
|
|
Included
in Exhibit 5.1.
|
| |
|
|
|
|
|
24.1
|
|
Power
of Attorney
|
|
Included
on page 18 herein.
|
| |
|
|
|
|