|
Alberta
|
Not
Applicable
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Baytex
Energy Ltd.
W.
Derek Aylesworth
Chief
Financial Officer
Suite
2800, 520 - 3rd.
Avenue S.W.
Calgary,
Alberta, Canada T2P 0R3
Tel:
587-952-3120
Fax:
587-952-3029
|
Baytex
Energy Ltd.
Murray
J. Desrosiers, Esq.
General
Counsel
Suite
2800, 520 - 3rd.
Avenue S.W.
Calgary,
Alberta, Canada T2P 0R3
Tel:
587-952-3255
Fax:
587-952-3029
|
Guy
P. Lander, Esq.
Carter
Ledyard & Milburn LLP
2
Wall Street
New
York, NY 10005
Tel:
212-238-8619
Fax:
212-732-3232
|
|
Title
of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee (3)
|
|
Common
Shares, no par value
|
1,000,000
|
$47.32
|
$47,320,000
|
$5,494
|
|
(1)
|
In
addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number
of the Registrant's common shares, no par value (the "Common Shares") that
may be offered or issued pursuant to the Registrant's Share Award
Incentive Plan (the "Plan") by reason of stock splits, stock dividends or
similar transactions.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(h) and (c) under the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of trust units of
Baytex Energy Trust as reported on the New York Stock Exchange on January
4, 2011. On December 31, 2010, a court-approved statutory plan
of arrangement was completed pursuant to which unitholders in Baytex
Energy Trust exchanged each of their trust units for one newly issued
Common Share of Baytex Energy Corp.
|
|
(3)
|
Calculated
pursuant to Section 6(b) of the Securities Act of 1933, as amended, as
follows: proposed maximum aggregate offering price multiplied by
.0001161.
|
|
PART
I
|
|
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
|
|
(a)
|
The
Annual Report on Form 40-F/A of Baytex Energy Trust for the fiscal year
ended December 31, 2009;
|
|
(b)
|
All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act, since the end of the fiscal year covered by the annual report
incorporated by reference herein pursuant to (a) above;
and
|
|
(c)
|
The
description of the Registrant’s securities contained in the Registrant’s
Form 8-A/A, filed with the Commission on January 3,
2011.
|
|
|
4.1
|
Articles
of Incorporation of the Registrant
(1)
|
|
|
5.1
|
Opinion
of Burnet, Duckworth & Palmer LLP as to the legality of the Common
Shares being registered.
|
|
|
(1)
|
Filed
as Exhibit 3.1 to the Registrant’s Form 8-A/A, filed with the Commission
on January 3, 2011, and incorporated herein by
reference.
|
|
|
(2)
|
Filed
as Exhibit 99.10 to the Registrant’s Report on Form 6-K, filed with the
Commission on November 9, 2010, and incorporated herein by
reference.
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
|
BAYTEX
ENERGY CORP.
|
||||
|
By:
|
/s/Anthony W.
Marino
|
|||
|
Name:
|
Anthony
W. Marino
|
|||
|
Title:
|
President
and Chief Executive Officer
|
|||
|
Signature
|
Title
|
|
|
/s/Raymond T.
Chan
Raymond
T. Chan
|
Executive
Chairman
|
|
|
/s/Anthony W.
Marino
Anthony
W. Marino
|
President
and Chief Executive Officer and Director (Principal Executive
Officer)
|
|
|
/s/W. Derek Aylesworth
W.
Derek Aylesworth
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
|
/s/John A. Brussa
John
A. Brussa
|
Director
|
|
|
/s/Edward Chwyl
Edward
Chwyl
|
Director
|
|
|
/s/Naveen Dargan
Naveen
Dargan
|
Director
|
|
|
/s/R.E.T. Goepel
R.E.T.
Goepel
|
Director
|
|
|
/s/Gregory K. Melchin
Gregory
K. Melchin
|
Director
|
|
|
/s/Dale O. Shwed
Dale
O. Shwed
|
Director
|
|
BAYTEX
ENERGY USA LTD.
|
||||
|
By:
|
/s/Anthony
W. Marino
|
|||
|
Name:
|
Anthony
W. Marino
|
|||
|
Title:
|
President
and Chief Executive Officer
|
|||
|
Item
|
Exhibit
|
|
|
4.1
|
Articles
of Incorporation of the Registrant (1)
|
|
|
4.2
|
Baytex
Energy Corp. Share Award Incentive Plan (2)
|
|
|
5.1
|
Opinion
of Burnet, Duckworth & Palmer LLP as to the legality of the Common
Shares being registered
|
|
|
23.1
|
Consent
of Burnet, Duckworth & Palmer LLP (contained in Exhibit
5.1)
|
|
|
23.2
|
Consent
of Deloitte & Touche LLP, independent registered chartered
accountants.
|
|
|
23.3
|
Consent
of Sproule Associates Limited, independent engineers.
|
|
|
24.1
|
Powers
of Attorney (included on the signature pages to this Registration
Statement).
|
|
|
(1)
|
Filed
as Exhibit 3.1 to the Registrant’s Form 8-A/A, filed with the Commission
on January 3, 2011, and incorporated herein by
reference.
|
|
(2)
|
Filed
as Exhibit 99.10 to the Registrant’s Report on Form 6-K, filed with the
Commission on November 9, 2010, and incorporated herein by
reference.
|