As filed
with the Securities and Exchange Commission on February 4, 2010
Registration
No. 333-143815
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________________
ST.
MARY LAND & EXPLORATION COMPANY
(Exact
name of registrant as specified in its charter)
_________________________
Delaware
41-0518430
(State or
other jurisdiction
of
(I.R.S. Employer
incorporation or
organization)
Identification
Number)
1776
Lincoln Street, Suite 700
Denver,
CO 80203
(303)
861-8140
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
_________________________
Anthony
J. Best
President
and Chief Executive Officer
St.
Mary Land & Exploration Company
1776
Lincoln Street, Suite 700
Denver,
Colorado 80203
(303)
861-8140
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copy
to:
Dwight R.
Landes
Ballard
Spahr LLP
1225
17th
Street, Suite 2300
Denver,
Colorado 80202
(303)
292-2400
Approximate date of commencement of
proposed sale to the public:
Not
Applicable.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box:
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. þ
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
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. o
Large
accelerated filer þ Accelerated
filer o
Non-accelerated
filer o (Do not check if a
smaller reporting
company)
Smaller reporting company o
Deregistration
of Securities
Pursuant to a Registration Statement on
Form S-3 (File No. 333-143815) initially filed with the Securities and Exchange
Commission on June 15, 2007 (the “Registration Statement”), St. Mary Land &
Exploration Company (the “Company”) registered the resale from time to time of
an aggregate principal amount of $287,500,000 of the Company’s 3.50% Senior
Convertible Notes due 2027 (the “Notes”) and 5,283,014 shares of the Company’s
common stock, $0.01 par value per share (the “Common Stock”), issuable upon
conversion of the Notes. The Notes and the shares of Common Stock
issuable upon conversion of the Notes were registered to permit resales of such
securities by certain selling securityholders named in the Registration
Statement.
The Company is seeking to deregister
all of the Notes and the shares of Common Stock that remain unsold under the
Registration Statement as of the date hereof because its obligation to keep the
Registration Statement effective pursuant to the terms of its registration
rights agreement with the initial purchasers, for the benefit of the selling
securityholders, has expired. Pursuant to the undertaking of the
Company as required by Item 512(a)(3) of Regulation S-K, this Post-Effective
Amendment No. 1 to the Registration Statement deregisters all securities
registered that remain unsold pursuant to the Registration Statement at the
termination of the offering.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on February
4, 2010.
ST. MARY
LAND & EXPLORATION COMPANY
By:
/s/ ANTHONY J.
BEST
Anthony
J. Best
President
and Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
ANTHONY J. BEST
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President,
Chief Executive Officer and Director
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February
4, 2010
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Anthony
J. Best
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/s/
A. WADE PURSELL
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Executive
Vice President and Chief Financial Officer
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February
4, 2010
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A.
Wade Pursell
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*
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Controller
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February
4, 2010
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Mark
T. Solomon
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*
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Chairman
of the Board of Directors
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February
4, 2010
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William
D. Sullivan
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Director
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February
4, 2010
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Barbara
M. Baumann
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Director
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February
4, 2010
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Larry
W. Bickle
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Director
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February
4, 2010
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William
J. Gardiner
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Director
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February
4, 2010
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Julio
M. Quintana
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Director
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February
4, 2010
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John
M. Seidl
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*By: /s/ ANTHONY J.
BEST
Anthony J. Best, as
Attorney-in-Fact