Securities Registration Statement (simplified form) (S-3)
Date : 04/23/2009 @ 6:02AM
Source : Edgar (US Regulatory)
Stock : (ROYL)
Quote : 2.05 -0.05 (-2.38%) @ 7:58PM
- Securities Registration Statement (simplified form) (S-3)
File No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
ROYALE ENERGY, INC.
(Exact name of registrant as specified in its charter)
California
33-0224120
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification Number)
7676 Hazard Center Drive, Suite 1500
San Diego, California 92108
619-881-2800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen M. Hosmer
Royale Energy, Inc.
7676 Hazard Center Drive, Suite 1500
San Diego, California 92108
619-881-2800
Copies to:
Lee Polson
Strasburger & Price, LLP
600 Congress Avenue, Suite 1600
Austin, Texas 78701
512-199-3600
Name, address, including zip code, and telephone number, including area code, of agent for service
Approximate dates of commencement of proposed sale to public: From time to time after this registration statement becomes effective.
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: 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. 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. o
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
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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.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer [ }
Smaller reporting company x
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Proposed maximum aggregate offering price (1)
Amount of registration fee (2)
Common stock, no par value per share
$3,990,000
$222.64
(1)
Royale Energy is registering an indeterminate number of shares of common stock having an aggregate initial offering price not to exceed $3,990,000. General Instruction I.B(6) of Form S-3 permits certain issuers, including Royale Energy, to register no more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer during a 12 month period. On March 23, 2009, the market value of common equity held by non-affiliates was $11,980,933 based on a closing market price of $2.15 per share.
(2)
Calculated pursuant to Rule 457(o) under the Securities Act.
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.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where an offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL __, 2009
PROSPECTUS
ROYALE ENERGY, INC.
$3,990,000
From time to time, we may sell common stock. We will specify in one or more prospectus supplements the terms of any offering. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read this prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus and any prospectus supplement together with additional information described in Information Incorporated by Reference carefully before you invest.
We will sell the common stock directly to investors, through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters, the specific terms of the plan of distribution and any applicable fees, commissions or discounts.
Our common stock is listed on the NASDAQ Global Market under the symbol “ROYL.” The last reported price on March 23, 2009, was $2.15 per share.
The aggregate market value of our outstanding common stock held by non-affiliates is $11,980,933 based on 8,506,098 shares of outstanding common stock, of which 5,569,522 are held by non-affiliates, and a per share price of $2.15 based on the closing sale price of our common stock on March 23, 2009. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
See Risk Factors, page2, for a discussion or risks that prospective purchasers of our common stock should consider.
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April __, 2009.
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