As filed with the Securities and Exchange Commission on September 12, 2006
Registration No. 333-135127
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Canadian Superior Energy Inc.
(Exact name of Registrant as specified in its charter)
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Alberta, Canada
(Province or other Jurisdiction
of Incorporation or Organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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N/A
(I.R.S. Employer
Identification No.) |
Suite 3300, 400 3rd Avenue, SW
Calgary, Alberta
Canada T2P 4H2
(403) 294-1411
(Address and Telephone Number of Registrants Principal Executive Offices)
PTSGE Corp.
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Agent for Service)
Copies to:
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Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario M5K 1J5
(416) 777-4700
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John J. Poetker, Esq.
Borden Ladner Gervais LLP
1000 Canterra Tower
400 Third Avenue S.W.
Calgary, Alberta T2P 4H2
(403) 232-9500 |
Approximate date of commencement of proposed sale of the securities to the public: The offer by
Canadian Superior Energy Inc. to purchase all of the issued and outstanding common shares of Canada
Southern Petroleum Ltd. expired on September 7, 2006. Canadian Superior Energy Inc. is hereby
amending this Registration Statement to deregister 40,923,512 common shares, no par value, which
were issuable to shareholders of Canada Southern Petroleum Ltd. in connection with the offer to
purchase.
Province of Alberta, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
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A. |
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Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an
offering being made contemporaneously in the United States and Canada). |
B. |
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At some future date (check the appropriate box below): |
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1. |
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Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than
seven calendar days after filing). |
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2. |
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Pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar
days or sooner after filing) because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance on ( ). |
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3. |
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Pursuant to Rule 467(b) as soon as practicable after notification of the
Commission by the Registrant or the Canadian securities regulatory authority of the
review jurisdiction that a receipt or notification of clearance has been issued with
respect hereto. |
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4. |
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After the filing of the next amendment to this Form (if preliminary material is
being filed). |
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to the home jurisdictions shelf prospectus offering procedures, check the following
box. o
If, as a result of stock splits, stock dividends or similar transactions, the number of securities
purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall
apply to this Registration Statement.
DEREGISTRATION OF SECURITIES
Canadian Superior Energy Inc. (the Registrant) is filing this Post-Effective Amendment No. 2
to Registration Statement on Form F-10 to deregister 40,923,512 of its common shares, no par value
(the Common Shares), previously registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form F-10 (Commission File No. 333-135127) (the Registration
Statement). The Registration Statement was filed with the Commission on June 19, 2006.
Pursuant to the Registration Statement, 41,395,118 Common Shares were registered in connection
with the offer (the Offer) by the Registrant to purchase all of the issued and outstanding common
shares of Canada Southern Petroleum Ltd. (Canada Southern). Upon the expiration of the Offer,
the Registrant issued 471,606 Common Shares to shareholders of Canada Southern. In accordance with
the above, the Registrant is hereby deregistering the remaining 40,923,512 Common Shares that were
previously registered pursuant to the Registration Statement.
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 F-10 and
has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-10 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary,
Province of Alberta, Canada, on September 12, 2006.
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CANADIAN SUPERIOR ENERGY INC.
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By: |
/s/ Gregory S. Noval
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Gregory S. Noval |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933 this Post-Effective Amendment No. 2 to
Registration Statement on Form F-10 has been signed by the following persons in the capacities
indicated on September 12, 2006.
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Signature |
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Title |
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/s/ Gregory S. Noval
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Chief Executive Officer and Director |
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Gregory S. Noval
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(Principal Executive Officer) |
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/s/ Roger harman
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Chief Financial Officer |
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Roger Harman
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(Principal Financial Officer and Principal Accounting Officer) |
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*
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Director |
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Michael E. Coolen |
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Director |
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Charles Dallas |
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Director |
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Thomas J. Harp |
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Director |
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Kaare Idland |
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Director |
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Alexander Squires |
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Director |
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Richard Watkins |
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* By: |
/s/ Gregory S. Noval
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Gregory S. Noval |
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Attorney-in-fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned
has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-10 in his
capacity as the duly authorized representative of the Registrant in the United States, in the City
of Calgary, Province of Alberta, Canada, on September 12, 2006.
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CANADIAN SUPERIOR ENERGY INC.
(Authorized Representative)
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By: |
/s/ Richard Watkins
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Richard Watkins |
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