As filed with the Securities and Exchange Commission on May 31, 2006
Registration No. 333-113583
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1 REGISTRATION STATEMENT
ON FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
RAM ENERGY RESOURCES, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
(Formerly known as Tremisis Energy Acquisition Corporation)
Delaware 1311 20-0700684
--------------------------- ------------------------- ----------------
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification
or organization) Code Number) Number)
5100 East Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
(918) 663-2800
------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
John M. Longmire
Senior Vice President and Chief Financial Officer
5100 East Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
(918) 663-2800
------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Theodore M. Elam, Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(405) 235-9621
Approximate date of commencement of proposed sale of
the securities to the public: From time to time
after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [__]
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. [__]
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,
please check the following box. [__]
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, please check the following box. [__]
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 of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This post-effective amendment No. 1 to Form S-1 on Form S-3 is being filed to
convert the Registration Statement on Form S-1 (Commission File No. 333-113583)
into a Registration Statement on Form S-3.
SUBJECT TO COMPLETION, DATED MAY 31, 2006
PROSPECTUS
12,650,000 Shares
RAM Energy Resources, Inc.
Common Stock
$5.00 per share
---------
This prospectus relates to an aggregate of 12,650,000 shares of common
stock, $0.0001 par value, that may be issued upon the exercise of outstanding
warrants. In connection with the sale of the warrants, we agreed to register the
shares of common stock issuable upon exercise of the warrants. Each warrant
entitles the holder, upon exercise, to purchase one share of our common stock at
a price of $5.00 per share.
Our common stock is quoted on the Nasdaq Capital Market under the symbol
RAME.
Our offices are located at 5100 East Skelly Drive, Suite 650, Tulsa,
Oklahoma 74135, and our telephone number is (918) 663-2800.
You should read this prospectus and any prospectus supplement before you
invest.
Total(1) Per Share(1)
----------- ------------
Price $63,250,000 $5.00
Underwriter's Discounts and
Commissions $ 0(2) $ 0(2)
Net Proceeds $63,222,000 $5.00
-------------------------
(1) These amounts presume that all warrants are exercised.
(2) We have engaged EarlyBirdCapital, Inc., or EBC, on a non-exclusive basis,
as our agent for the solicitation of the exercise of the warrants. Subject
to certain circumstances, we will pay EBC a commission of five percent of
the exercise price of the warrants, or $.25 per share, for each warrant
exercised, payable on the date of such exercise. The amounts above assume
that EBC did not solicit any exercises of warrants. If EBC otherwise
solicited fifty percent (50%) of the exercises of the warrants, and
assuming that all warrants were exercised, total commissions would be
$1,581,250 (or $.125 per share), and net proceeds would be $61,640,750 (or
$4.875 per share). If EBC otherwise solicited all of the exercises of the
warrants, and assuming that all warrants were exercised, total commissions
would be $3,162,500 (or $.25 per share), and net proceeds would be
$60,059,500 (or approximately $4.75 per share). See "Use of Proceeds" for a
description of our engagement with EBC.
---------
Investing in the shares involve risks. "Risk Factors" begin on page 1.
---------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ____________, 2006.
TABLE OF CONTENTS
Prospectus Summary.....................................................1
Risk Factors...........................................................1
Forward Looking Statements.............................................1
Use of Proceeds........................................................2
Determination of Offering Price........................................3
Dividend Policy........................................................3
Legal Matters..........................................................3
Experts................................................................3
Indemnification........................................................3
Plan of Distribution...................................................4
Description of Securities..............................................4
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front cover of
this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the
Commission, at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain
copies of these materials from the public reference section of the Commission at
prescribed rates. Please call the Commission at 1-800-SEC-0330 for further
information on its public reference rooms. The Commission also maintains a web
site that contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
We have filed with the Commission a registration statement and related
exhibits on Form S-3 under the Securities Act of 1933, as amended. This
prospectus, which is a part of the registration statement, omits certain
information contained in the registration statement. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each contract, agreement or other
document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each
statement is deemed qualified in its entirety to that reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference in this prospectus the
information we file with the Commission. This means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the following documents
filed with the Commission pursuant to Section 13 and other Sections of the
Securities Exchange Act of 1934, excluding any information furnished and not
filed with our current reports incorporated herein by reference:
o Current Report on Form 8-K/A (No.000-50682) filed January 17, 2006;
o Current Report on Form 8-K/A (No.000-50682) filed February 21, 2006;
o Annual Report on Form 10-KSB (No.000-50682) for the year ended
December 31, 2005 filed March 7, 2006;
o Quarterly Report on Form 10-QSB (No.000-50682) for the quarter ended
March 31, 2006 filed May 5, 2006;
o Description of our common stock contained in our registration
statement on Form S-1 filed with the Commission on March 12, 2004,
including the amendments thereto described in our proxy statement
(No.000-50682), filed April 18, 2006, and any amendments or reports
filed for the purpose of updating such description;
o Definitive proxy statement (No.000-50682), filed April 18, 2006;
o Current Report on Form 8-K (No.000-50682) filed May 8, 2006;
o Current Report on Form 8-K (No.000-50682) filed May 12, 2006; and
o All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering of
securities.
Potential investors may obtain a copy of any of the agreements summarized
herein (subject to certain restrictions because of the confidential nature of
the subject matter) or any of our SEC filings without charge by written or oral
request directed to RAM Energy Resources, Inc., Attention: Robert E. Phaneuf,
Vice President - Corporate Development, 5100 East Skelly Drive, Suite 650,
Tulsa, Oklahoma 74135, (918) 663-2800.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information and financial statements that we incorporate by reference and
related notes appearing elsewhere in this prospectus. Unless the context
otherwise requires, all references in this prospectus to "RAM Energy Resources,"
"our," "us," and "we" refer to RAM Energy Resources, Inc. (formerly known as
Tremisis Energy Acquisition Corporation) and its subsidiaries, as a combined
entity, except where it is clear that such term means only RAM Energy Resources,
Inc. All references in this prospectus to "RAM" refer to RAM Energy, Inc., our
wholly owned subsidiary. Unless the context otherwise requires, the information
contained in this prospectus gives effect to the May 8, 2006 consummation of the
merger of RAM Energy Acquisition, Inc., our wholly owned subsidiary, with and
into RAM Energy, Inc., and the change of our name from Tremisis Energy
Acquisition Corporation to RAM Energy Resources, Inc., which transactions are
collectively called the "merger." References to "pro forma" with respect to our
results of operations reflect adjustments to our historical financial statements
as if the merger had occurred as of January 1, 2006. References to "pro forma"
with respect to our financial condition reflect adjustments to our historical
financial statements as if the merger had been completed as of March 31, 2006.
A summary of the business and operations of RAM Energy Resources is
included in our proxy statement filed with the Commission on April 18, 2006,
which is incorporated herein by reference, and our Current Report on Form 8-K
filed with the Commission on May 12, 2006, which is incorporated herein by
reference. Our offices are located at 5100 East Skelly Drive, Suite 650, Tulsa,
Oklahoma 74135, and our telephone number is (918) 663-2800.
RISK FACTORS
A discussion of the risk factors relating to an investment in us is
included in our proxy statement filed with the Commission on April 18, 2006,
which is incorporated herein by reference. You should carefully consider the
risk factors discussed in the proxy statement, together with all of the other
information included in this prospectus, before you decide whether to exercise
your warrants.
FORWARD-LOOKING STATEMENTS
We believe that some of the information in this prospectus constitutes
forward-looking statements within the definition of the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
forward-looking words such as "may," "expect," "anticipate," "contemplate,"
"believe," "estimate," "intends," and "continue" or similar words. You should
read statements that contain these words carefully because they:
o discuss future expectations;
o contain projections of future results of operations or financial
condition; or
o state other "forward-looking" information.
We believe it is important to communicate our expectations to our
stockholders. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors and
cautionary language discussed in our proxy statement, which is incorporated
herein by reference, provide examples of risks, uncertainties and events that
may cause actual results to differ materially from the expectations described by
us in such forward-looking statements, including among other things:
o outcomes of government reviews, inquiries, investigations and related
litigation;
o continued compliance with government regulations;
o legislation or regulatory environments, requirements or changes
adversely affecting the business in which we are engaged;
o fluctuations in customer demand;
o management of rapid growth;
o general economic conditions;
o our business strategy and plans;
o the actual quantities of our reserves of oil and natural gas;
o the future levels of production of oil and natural gas by us;
o future prices of and demand for oil and natural gas;
o the results of our future exploration, development and exploitation
activities;
o future operating and development costs of our oil and natural gas
properties; and
o the results of future financing efforts.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus.
USE OF PROCEEDS
The amount of the proceeds we will receive from the shares covered by this
prospectus depends on the number of warrants exercised. Subject to the
discussion below, if all of the warrants are exercised, our gross proceeds from
the sale of the shares of common stock pursuant to the exercise of the warrants
will be $63,250,000. We expect net proceeds, which are what we will receive
after paying the estimated expenses of this offering, to be approximately
$63,222,000. For the purpose of estimating net proceeds, we are assuming that
the offering price will be $5.00 per share, which is the exercise price of the
warrants.
We have engaged EarlyBirdCapital, Inc., or EBC, on a non-exclusive basis,
as our agent for the solicitation of the exercise of the warrants. We will (i)
assist EBC with respect to such solicitation, if requested by EBC, and (ii) at
EBC's request, provide EBC, and direct our transfer and warrant agent to provide
to EBC, at our cost, lists of the record and, to the extent known, beneficial
owners of, the warrants. We will pay EBC a commission of five percent of the
exercise price of the warrants, or $.25, for each warrant exercised, payable on
the date of such exercise, on the terms provided for in the warrant agreement,
but only if permitted under the rules and regulations of the NASD and only to
the extent that a warrant holder who exercises a warrant specifically
designates, in writing, that EBC solicited the exercise. EBC may engage
sub-agents in its solicitation efforts.
If EBC otherwise solicited fifty percent (50%) of the exercises of the
warrants, and assuming that all warrants were exercised, total commissions would
be $1,581,250, and net proceeds would be approximately $61,640,750. If EBC
otherwise solicited all of the exercises of the warrants, and assuming that all
warrants were exercised, total commissions would be $3,162,500, and net proceeds
would be $60,059,500.
We intend to use the net proceeds for working capital, to pay down our
revolver under our secured credit facility or for other general corporate
purposes.
DETERMINATION OF OFFERING PRICE
The offering price for the shares covered by this prospectus is the
exercise price of the warrants, which was determined at the time the warrants
were issued.
DIVIDEND POLICY
We currently intend to retain all of our earnings to finance our
operations, repay indebtedness and fund our future growth. We do not expect to
pay any dividends on our common stock for the foreseeable future. In addition,
covenants contained in the instrument governing our secured credit facility
limit our ability to pay dividends on our common stock.
LEGAL MATTERS
McAfee & Taft A Professional Corporation, Oklahoma City, Oklahoma, will
issue an opinion to us about certain legal matters relating to the securities.
C. David Stinson is a shareholder with the law firm of McAfee & Taft A
Professional Corporation, which provided the opinion in connection with the
securities being registered by this registration statement. Mr. Stinson owns
489,626 shares of our common stock.
EXPERTS
The consolidated financial statements of RAM Energy, Inc. at December 31,
2005 and 2004, and for each of the three years in the period ended December 31,
2005, incorporated by reference in this registration statement, have been
audited by UHY Mann Frankfort Stein & Lipp CPAs, LLP, independent registered
public accounting firm, as set forth in their report appearing in the proxy
statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed
on April 18, 2006, and are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
The financial statements of RAM Energy Resources, Inc. (formerly known as
Tremisis Energy Acquisition Corporation) at December 31, 2005 and 2004, the year
ended December 31, 2005, the period from February 5, 2004 (inception) to
December 31, 2004, and the period from February 5, 2004 (inception) to December
31, 2005, incorporated by reference in this registration statement, have been
audited by BDO Seidman, LLP, independent registered public accounting firm as
set forth in their report (which contains an explanatory paragraph regarding the
Company's ability to continue as a going concern) appearing in the proxy
statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed
on April 18, 2006, and are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
Certain estimates of oil and natural gas reserves incorporated herein by
reference to the proxy statement (No. 000-50682) pursuant to Section 14(a) of
the Securities Exchange Act of 1934 filed on April 18, 2006, were based upon
engineering studies prepared by Williamson Petroleum Consultants, Inc.,
independent petroleum engineers, and Forrest A. Garb & Associates, Inc.,
independent petroleum engineers. Each such estimate is incorporated by reference
herein in reliance on the authority of each of the respective firms as an expert
in such matters. See Appendix A and Appendix B.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law, under which we are
incorporated, grants each corporation organized thereunder the power to
indemnify any person who is or was a director, officer, employee or agent of a
corporation or enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of being or having
been in any such capacity, if he acted in good faith in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Article Eighth of our Amended and Restated
Certificate of Incorporation, as well as Article VII of our Bylaws, provide
indemnification of directors, officers and agents to the extent permitted by the
Delaware General Corporation Law. These provisions may be sufficiently broad to
indemnify such persons for liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PLAN OF DISTRIBUTION
The securities covered by this prospectus will be distributed solely to
existing warrantholders upon exercise of their warrants. The warrants are
immediately exercisable as of the effective date of the registration statement.
The shares of common stock issued upon exercise of the warrants will be freely
tradable, except that sales by warrantholders who are our affiliates will be
subject to Rule 144 as promulgated under the Securities Act.
We do not know if or when the warrants will be exercised. We also do not
know whether any of the shares acquired upon exercise will be sold.
DESCRIPTION OF SECURITIES
The description of the securities covered by this prospectus is contained
in our proxy statement filed April 18, 2006, which is incorporated herein by
reference.
APPENDIX A
WILLIAMSON PETROLEUM CONSULTANTS, INC.
550 WEST TEXAS AVENUE, SUITE 300
MIDLAND, TEXAS 79701-4246
PHONE: 432-685-6100
January 23, 2006
RWG Energy, Inc.
5100 East Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
Attention Mr. Sherman Hyatt
Gentlemen:
Subject: Evaluation of Oil and Gas Reserves
To the Interests of RWG Energy, Inc.
Effective December 31, 2005
Proved Properties For Disclosure to the
Securities and Exchange Commission
And Probable Properties Utilizing
Nonescalated Economics
Williamson Project 5.9108
Williamson Petroleum Consultants, Inc. has performed an engineering evaluation
to estimate proved reserves and future net revenue from oil and gas properties
to the subject interests. This evaluation was authorized by Mr. Sherman Hyatt of
RWG Energy, Inc. (RWG Energy). Projections of the reserves and future net
revenue to the evaluated interests were based on economic parameters and
operating conditions considered applicable as of December 31, 2005 and are
pursuant to the financial reporting requirements of the Securities and Exchange
Commission (SEC). Probable reserves have also been estimated, but are not to be
included in reports to the SEC. This evaluation, in conjunction with other
documents and data, is being used by RWG Energy for inclusion in a public
offering. Following is a summary of the results of the evaluation effective
December 31, 2005:
PROVED PROVED
DEVELOPED DEVELOPED PROVED TOTAL
PRODUCING NONPRODUCING UNDEVELOPED PROVED
----------- -------------- ------------ ----------
Net Reserves to the
Evaluated Interests:
Oil/Condensate, MBBL 5,256.744 654.004 3,862.442 9,773.190
Other Liquids, MBBL 1,217.411 179.195 494.518 1,891.124
Gas, MMCF 6,061.714 1,152.720 2,907.013 10,121.449
Future Net Revenue, M$:
Undiscounted 206,178.062 35,580.648 181,329.344 423,088.000
Discounted Per Annum
at 10.00 Percent 128,487.086 22,782.926 87,368.055 238,638.078
Note: Due to the method of rounding, Total Proved may not equal PDP + PDNP + PU
Following is a summary of the probable evaluation effective December 31, 2005:
PROBABLE
-----------
Net Reserves to the
Evaluated Interests:
Oil/Condensate, MBBL 272.193
Other Liquids, MBBL 0
Gas, MMCF 25,298.346
Future Net Revenue, M$:
Undiscounted 154,650.500
Discounted Per Annum
at 10.00 Percent 54,913.145
The attached Definitions describe all categories of proved reserves, and the
Discussion describes the bases of this evaluation. The definitions of probable
reserves are contained in the Discussion
It has been a pleasure to serve you by preparing this engineering evaluation.
All related data will be retained in our files and are available for your
review.
Yours very truly,
WILLIAMSON PETROLEUM CONSULTANTS, INC.
/s/ John D. Savage
John D. Savage, P.E.
Executive Vice President
JDS/chk
Attachments
APPENDIX B
FORREST A. GARB & ASSOCIATES, INC.
INTERNATIONAL PETROLEUM CONSULTANTS
5310 HARVEST HILL ROAD, SUITE 275, LB 152
DALLAS, TEXAS 75230 - 5805
(972)788-1110 Telefax (972)991-3180 (EMAIL) forgarb@forgarb.com
February 1, 2006
Mr. Larry Lee, President
RAM Energy, Inc.
5100 E. Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
Re: SEC Case
Dear Mr. Lee:
At your request, Forrest A. Garb & Associates, Inc. (FGA) has estimated the
reserves and future revenue, as of December 31, 2005, attributable to interests
owned by RAM Energy, Inc. (RAM) in certain oil and gas properties located in
Arkansas, Louisiana, Mississippi, New Mexico, Oklahoma, Texas, and Wyoming.
This report has been prepared using the guidelines of the Securities and
Exchange Commission (SEC), which specify a 10 percent discount factor and
constant oil and gas prices and costs. The following table summarizes the
estimated reserves and revenue:
Estimated Future
Net Revenue (M$)
Estimated Net Reserves -----------------------------------
---------------------------------- Discounted
Oil and at
Proved Reserve Condensate Gas 10% Per
Category (MBbl) (MMcf) Undiscounted Year
------------------------------ --------------- --------------- ---------------- ---------------
Developed
Producing 1,279.24 14,250.52 159,429.61 71,324.31
Non-producing 101.98 1,119.74 13,802.69 5,624.99
Behind Pipe 44.88 4,167.02 38,585.12 16,886.86
Undeveloped 0.00 4,575.01 28,097.98 13,026.33
--------------- --------------- ---------------- ---------------
Total Proved 1,426.10 24,112.29 239,915.40 106,862.49
=============== =============== ================ ===============
The attached report presents projections of production and revenue for
the interests studied. Also provided is a discussion of engineering and economic
considerations incorporated in the forecasts.
-----------------------------
The definitions for all reserves incorporated in this study have been set forth in this report.
MS = thousands of dollars.
M13bl = thousands of barrels.
MMcf = millions of cubic feet.
The discounted future net revenue is not represented to be the fair market value of these reserves.
The reserves and revenues in the summary table were estimated using the PHDW in economics program. Due to the
rounding procedures used in this program, there may be slight differences in the calculated and summed values.
RAM provided ownership interest in the properties, and FGA accepted the
extent and character of ownership (working interest and net revenue interest) as
represented. Our staff conducted no independent well tests, property
inspections, or audits of completion and operating expenses as part of this
study.
FGA is an independent firm of geologists and petroleum engineers. Neither
the firm nor its employees own any interest in the properties studied, nor have
we been employed on a contingency basis.
We appreciate the opportunity to submit this evaluation. Should you have
any questions, please do not hesitate to call.
This report was prepared under the supervision of W.D. Harris III,
Registered Professional Engineer No. 75222, State of Texas.
Yours truly,
/s/ Forrest A. Garb & Associates, Inc.
Forrest A. Garb & Associates, Inc.
/s/ W.D. Harris III
W.D. Harris III
Chief Executive Officer
Forrest A. Garb & Associates, Inc.
MAM
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses to be paid by the registrant in connection with the
distribution of the securities being registered are as set forth in the
following table:
Securities and Exchange Commission Fee................... $0
*Legal Fees and Expenses................................. 10,000
*Accounting Fees and Expenses............................ 10,000
*Printing Expenses....................................... 1,000
*Blue Sky Fees........................................... 1,000
*Transfer Agent Fees & Expenses.......................... 1,000
*Miscellaneous........................................... 5,000
-------
*Total...................................................$28,000
=======
-------------
* Estimated.
Item 15. Indemnification of Directors and Officers
The information contained under the heading "Indemnification" in the
prospectus is incorporated herein by reference.
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
Pursuant to Item 512(a) of Regulation S-K, the undersigned registrant
hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Pursuant to Item 512(b) of Regulation S-K:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Pursuant to Item 512(e) of Regulation S-K:
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide interim financial information.
Pursuant to Item 512(h) of Regulation S-K:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 31st day of May,
2006.
(Registrant) RAM ENERGY RESOURCES, INC.
By: /s/ Larry E. Lee
Name: Larry E. Lee
Title: Chairman, President and
Chief Executive Officer
By: /s/ John M. Longmire
Name: John M. Longmire
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of RAM Energy Resources, Inc.
(hereinafter the "Company"), hereby severally constitute Larry E. Lee and John
M. Longmire, and each of them, our true and lawful attorneys-in-fact with full
power to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, this registration statement on Form S-3 (and
any and all amendments thereto, including post-effective amendments) to be filed
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Larry E. Lee Director May 31, 2006
Larry E. Lee
/s/ Sean P. Lane Director May 31, 2006
Sean P. Lane
/s/ Gerald R. Marshall Director May 31, 2006
Gerald R. Marshall
/s/ John M. Reardon Director May 31, 2006
John M. Reardon
INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
--------- --------------------------------------------------------- --------------------------------------
4.1 Amended and Restated Certificate of Incorporation Incorporated by reference to Exhibit
3.1 to the registrant's Current
Report on Form 8-K filed with the
Commission on May 12, 2006
4.2 Bylaws Incorporated by reference to Exhibit
3.2 to the registrant's Current
Report on Form 8-K filed with the
Commission on May 12, 2006
5 Opinion of McAfee & Taft A Professional Corporation Filed electronically herewith
23.1 Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP Filed electronically herewith
23.2 Consent of BDO Seidman, LLP Filed electronically herewith
23.3 Consent of Williamson Petroleum Consultants, Inc. Filed electronically herewith
23.4 Consent of Forrest A. Garb & Associates, Inc. Filed electronically herewith
23.5 Consent of McAfee & Taft A Professional Corporation Filed electronically herewith
(included in Exhibit 5)
24 Power of Attorney (included on signature page) Filed electronically herewith