As Filed with the Securities and Exchange Commission on January 25, 2006
Registration No. 333-127498
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GASTAR EXPLORATION LTD.
(Exact Name of Registrant as Specified in Its Charter)
| Alberta, Canada | 1311 | 38-3324634 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1331 Lamar Street; Suite 1080
Houston, Texas 77010
(713) 739-1800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
J. Russell Porter
Chief Executive Officer and President
1331 Lamar Street; Suite 1080
Houston, Texas 77010
(713) 739-1800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
T. Mark Kelly
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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, 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. x 333-127498
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Gastar Exploration Ltd. is filing this post-effective amendment to the registration statement on Form S-1 (File No. 333-127498), as amended (the “Registration Statement”), pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended, which is being filed solely to add a new Exhibit 23.7 to Item 16(a) of Part II of the Registration Statement. This registration statement does not modify any provision of the Prospectus constituting Part I or Items 13, 14, 15 or 17 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
| Number |
Description | |
| 23.7 | Revised Consent of BDO Dunwoody LLP. | |
| 24.1 | Powers of Attorney (included on signature page of initial filing of Registration Statement on Form S-1 (File No. 333-127498). | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on January 25, 2006.
| Gastar Exploration Ltd. | ||
| By: | /s/ J. Russell Porter | |
| Name: Title: |
J. Russell Porter Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ J. Russell Porter J. Russell Porter |
Chief Executive Officer, President, Chief Operating Officer and Director (Principal Executive Officer) | January 25, 2006 | ||
| * Michael A. Gerlich |
Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | January 25, 2006 | ||
| * Thomas E. Robinson |
Chairman of the Board of Directors | January 25, 2006 | ||
| * Richard Kapuscinski |
Director |
January 25, 2006 | ||
| * Matthew J. P. Heysel. |
Director |
January 25, 2006 | ||
| * Thomas Crow |
Director |
January 25, 2006 | ||
| * Abby Badwi |
Director |
January 25, 2006 | ||
| *By: |
/s/ J. Russell Porter | |
| J. Russell Porter As Attorney-in-Fact | ||
EXHIBIT INDEX
| Number |
Description | |
| 23.7 | Revised Consent of BDO Dunwoody LLP. | |
| 24.1 | Powers of Attorney (included on signature page of initial filing of Registration Statement on Form S-1 (File No. 333-127498). | |