Attached files

file filename
EX-23.02 - CONSENT OF RYDER SCOTT, INDEPENDENT PETROLEUM ENGINEERS - Triangle Petroleum Corpdex2302.htm
EX-23.01 - CONSENT OF KPMG LLP, INDEPENDENT ACCOUNTANTS - Triangle Petroleum Corpdex2301.htm
EX-5.01 - OPINION OF JONES VARGAS, CHARTERED, NEVADA COUNSEL TO THE COMPANY - Triangle Petroleum Corpdex501.htm

 

As filed with the Securities and Exchange Commission on November 4, 2010

Registration No. 333-168736

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Triangle Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   1311   98-0430762
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
 

(I.R.S. Employer
Identification Number)

 

1625 Broadway, Suite 780

Denver, CO 80202

(303) 260-7125

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Peter J. Hill

President and Chief Executive Officer

Triangle Petroleum Corporation

1625 Broadway, Suite 780

Denver, CO 80202

(303) 260-7125

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Richard B. Aftanas, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

 

Robert G. Reedy

Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, TX 77002

Telephone: (713) 226-6000

Facsimile: (713) 228-1331

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable 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 of 1933 check the following box.    ¨

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.    x  File No. 333-168736


 

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.    ¨

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.    ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer    ¨

  Accelerated filer    ¨   

Non-accelerated filer    ¨

(Do not check if a smaller reporting company)

  Smaller reporting company    x

 

 

CALCULATION OF REGISTRATION FEE

 

 
Title of each class of
securities to be registered
  Proposed maximum
aggregate offering
price(1)(2)(3)
  Amount of
registration
fee

Common Stock, par value $0.00001 per share

  $11,385,000   $812
 
 

 

(1) Includes common stock to be sold upon exercise of the underwriters’ option.
(2) The $11,385,000 proposed maximum aggregate offering price is in addition to the $56,925,000 proposed maximum aggregate offering price registered pursuant to the registrant’s registration statement on Form S-1 (File No. 333-168736). An aggregate registration fee of $4,059 was previously paid in connection with that registration statement.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

 

 

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act.

 

 

 


 

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1. Pursuant to Rule 462(b), the contents of our registration statement on Form S-1, as amended (File No. 333-168736), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on November 4, 2010 (the “Initial Registration Statement”), are incorporated by reference into this registration statement. This registration statement covers the registration of an additional 2,070,000 shares of our common stock in the offering related to the Initial Registration Statement.

We hereby certify to the Commission that we (i) have instructed our bank to transmit to the Commission the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but not later than the close of business on November 5, 2010), (ii) will not revoke such instructions, (iii) have sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by our bank during the bank’s regular business hours on November 5, 2010.


 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and financial statement schedules.

 

(a) Exhibits.

EXHIBIT INDEX

 

5.1    Opinion of Jones Vargas, Chartered, Nevada Counsel to the Company
23.01    Consent of KPMG LLP, Independent Accountants
23.02    Consent of Ryder Scott, Independent Petroleum Engineers
23.03    Consent of Jones Vargas, Chartered, Nevada Counsel to the Company (included in Exhibit 5.1)
24.01*    Power of Attorney

 

* Previously filed as Exhibit 24.01 to the registrant’s registration statement on Form S-1 (File No. 333-168736) filed with the Commission on August 10, 2010.

 

II-1


 

Signatures

Pursuant to the requirements of the Securities Act, the registrant 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 the 4th day of November, 2010.

 

    Triangle Petroleum Corp
Date: November 4, 2010   By:       /S/    PETER HILL        
    Name:   Peter Hill
   

Title:

 

Chief Executive Officer

(Principal Executive Officer)

 

    Triangle Petroleum Corp
Date: November 4, 2010   By:       /S/    JONATHAN SAMUELS        
    Name:   Jonathan Samuels
    Title:  

Chief Financial Officer

(Principal Financial and

Accounting Officer)

Pursuant to the requirements of the Securities Act, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on.

 

Signature and Title

       

Date

/S/    PETER HILL        

    

November 4, 2010

Peter Hill     
(Principal Executive Officer)     

/S/    JONATHAN SAMUELS        

    

November 4, 2010

Jonathan Samuels     
(Principal Financial and Accounting Officer)     

*

    

November 4, 2010

F. Gardner Parker     
Director     

*

    

November 4, 2010

Stephen A. Holditch     
Director     

*

    

November 4, 2010

Randal Matkaluk     
Director     

/S/    JONATHAN SAMUELS        

    

November 4, 2010

Jonathan Samuels     
Attorney-in-fact     


 

EXHIBIT INDEX

 

5.01    Opinion of Jones Vargas, Chartered, Nevada Counsel to the Company
23.01    Consent of KPMG LLP, Independent Accountants
23.02    Consent of Ryder Scott, Independent Petroleum Engineers
23.03    Consent of Jones Vargas, Chartered, Nevada Counsel to the Company (included in Exhibit 5.1)
24.01*    Power of Attorney

 

* Previously filed as Exhibit 24.01 to the registrant’s registration statement on Form S-1 (File No. 333-168736) filed with the Commission on August 10, 2010.