sv1mef
As filed with the Securities and Exchange Commission on
May 26, 2006
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mariner Energy, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
1311 |
|
86-0460233 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
One Briar Lake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042
(713) 954-5500
(Address, including zip code, and telephone number,
including area code, of registrants principal executive
offices)
Teresa Bushman
Vice President and General Counsel
Mariner Energy, Inc.
One Briar Lake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042
(713) 954-5505
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
|
|
|
Kelly B. Rose
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1796
|
|
Brian J. Lynch, Esq.
Robert A. Welp, Esq.
Hogan & Hartson L.L.P.
8300 Greensboro Drive, Suite 1100
McLean, Virginia 22102
(703) 610-6100 |
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement.
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, check the following
box. þ
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. þ 333-124858
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 this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act or until the registration statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
Amount of |
Title of Each Class of |
|
|
Amount |
|
|
Offering |
|
|
Aggregate |
|
|
Registration |
Securities to be Registered |
|
|
to be Registered |
|
|
Price per Share(1) |
|
|
Offering Price(1) |
|
|
Fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, par value $.0001 per share
|
|
|
2,267,270 |
|
|
$16.14 |
|
|
$36,593,738 |
|
|
$3,915.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Estimated solely for the purpose of calculating the registration
fee under Rule 457(c) under the Securities Act. |
This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance
with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Mariner Energy, Inc., a Delaware corporation, is filing this
registration statement with respect to the registration of an
additional 2,267,270 shares of its common stock, par value
$.0001 per share, pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the
Securities Act). This registration statement relates
to the offering of our common stock by certain selling
stockholders as contemplated by the Registration Statement of
Form S-1 (File
No. 333-124858),
as amended (the Prior Registration Statement), which
was originally filed by us with the Securities and Exchange
Commission (the Commission) on May 12, 2005 and
declared effective by the Commission on February 10, 2006.
The contents of the Prior Registration Statement and all
exhibits to the Prior Registration Statement are hereby
incorporated by reference into this registration statement.
The required opinions and consents are listed on the Exhibit
Index attached hereto and filed herewith.
SELLING STOCKHOLDERS
The following table sets forth information about the number of
shares owned by certain selling stockholders. Certain selling
stockholders may be deemed to be underwriters as
defined in the Securities Act. The selling stockholders
identified below may have sold, transferred or otherwise
disposed of some or all of their shares since the date on which
the information in the following table is presented in
transactions exempt from or not subject to the registration
requirements of the Securities Act. Except as noted below, to
our knowledge, none of the selling stockholders has, or has had
within the past three years, any position, office or other
material relationship with us or any of our predecessors or
affiliates, other than their ownership of shares described below.
|
|
|
|
|
|
|
Number of Shares |
|
Percentage of |
|
|
of Common Stock |
|
Common |
|
|
That May be |
|
Stock |
Selling Stockholder |
|
Sold |
|
Outstanding |
|
|
|
|
|
Bushman, Teresa G.(1)
|
|
137,170 |
|
* |
Hansen, Judd A.(1)
|
|
158,709 |
|
* |
Melendrez, Jesus G.(1)
|
|
137,170 |
|
* |
Polasek, Dalton F.(1)
|
|
308,349 |
|
* |
|
|
(1) |
Executive officer of Mariner. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
|
Item 16. |
Exhibits and Financial Statement Schedules. |
(A) Exhibits:
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description of Exhibits |
| |
|
|
|
5 |
.1 |
|
Opinion of Baker Botts L.L.P. regarding legality of securities
being issued. |
|
23 |
.1 |
|
Consent of Deloitte & Touche LLP. |
|
23 |
.2 |
|
Consent of KPMG LLP. |
|
23 |
.3 |
|
Consent of Ryder Scott LLP. |
|
23 |
.4 |
|
Consent of Baker Botts L.L.P. (included in Exhibit 5.1) |
|
24 |
.1 |
|
Power of Attorney (included on signature page to the
Registration Statement on Form S-1 (File
No. 333-124858) filed with the Commission on May 12,
2005). |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas, on May 26, 2006.
|
|
|
Mariner Energy, Inc. |
|
|
By: /s/
Scott
D. Josey
|
|
Name: Scott D. Josey |
|
|
|
|
Title: |
Chairman of the Board, Chief Executive |
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
/s/ Scott D. Josey
Scott
D. Josey |
|
Chairman of the Board, Chief Executive Officer and President
(Principal Executive Officer), and Director |
|
/s/ Rick G. Lester
Rick G. Lester |
|
Vice President, Chief Financial Officer and Treasurer (Principal
Financial and Accounting Officer) |
|
*
Bernard Aronson |
|
Director |
|
*
Alan R. Crain, Jr. |
|
Director |
|
*
Jonathan Ginns |
|
Director |
|
*
John F. Greene |
|
Director |
|
*
H. Clayton Peterson |
|
Director |
|
*
John L. Schwager |
|
Director |
|
*By: |
|
/s/ Scott D. Josey
Attorney-in-fact |
|
|
II-2
EXHIBIT INDEX
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description of Exhibits |
| |
|
|
|
5 |
.1 |
|
Opinion of Baker Botts L.L.P. regarding legality of securities
being issued. |
|
23 |
.1 |
|
Consent of Deloitte & Touche LLP. |
|
23 |
.2 |
|
Consent of KPMG LLP. |
|
23 |
.3 |
|
Consent of Ryder Scott LLP. |
|
23 |
.4 |
|
Consent of Baker Botts L.L.P. (included in Exhibit 5.1) |
|
24 |
.1 |
|
Power of Attorney (included on signature page to the
Registration Statement on Form S-1 (File
No. 333-124858) filed with the Commission on May 12,
2005). |