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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/30/07 Park Place Energy Corp. SB-2MEF 11/30/07 4:75K Newsfile Corp/FA |
Document/Exhibit Description Pages Size 1: SB-2MEF Registration Statement HTML 25K 2: EX-5.1 Opinion of Lang Michener LLP HTML 13K 3: EX-23.1 Consent of Davidson & Co. LLP HTML 7K 4: EX-23.2 Consent of Manning Elliott LLP HTML 6K
| Filed by Automated Filing Services Inc. (604)609-0244 - Park Place Energy Corp. - Form SB-2MEF |
As filed with the Securities and
Exchange Commission on
November 30, 2007
Registration No. 333-146133
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PARK PLACE ENERGY CORP.
(Exact name of registrant as specified in charter)
| Nevada | 1311 | Not applicable |
| (State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
| incorporation or organization) | Classification Code Number) |
Suite 300, 840-6th Avenue S.W., Calgary, Alberta, Canada, T2P
3E5
Telephone: (403) 360-5375
(Address, including zip
code, and telephone number, including area code, of registrant’s principal
executive offices)
CT Corporation System
6100
Neil Road, Reno, Nevada, 89511
Telephone: (775)
688-3061
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
David
Stadnyk
President, CEO, Treasurer and a Director
Suite 300,
840-6th Avenue S.W., Calgary, Alberta, Canada, T2P 3E5
Telephone: (403)
360-5375
With a copy to:
David J. Cowan, Esq.
LANG
MICHENER LLP
1500 Royal Centre, 1055 West Georgia Street, Vancouver,
British Columbia, Canada, V6E 4N7
Telephone: (604) 689-9111 and Facsimile:
(604) 685-7084
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.
If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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. [X] Earlier effective registration number 333-146133
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 registrations 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be
Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee |
| Shares of common stock, $0.00001 par value |
96,000(4) | $0.72 | $69,120 | $2.12 |
| Total: | 96,000 | $69,120 | $2.12 |
| (1) |
In the event of a stock split, stock dividend or similar transaction involving the common stock of the Registrant in order to prevent dilution, the number of shares registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the Securities Act. |
- 2 -
| (2) |
The Proposed Maximum Offering Price per Share is calculated in accordance with Rule 457(c) and Rule 457(g) of the Securities Act, based upon the last reported sale price for our common stock on the OTC Bulletin Board on November 27, 2007, the date that our shares last traded. The Proposed Aggregate Maximum Aggregate Offering Price is based on the Proposed Maximum Offering Price Per Share times the total number of shares of common stock to be registered. These amounts are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(g) of the Securities Act. |
| (3) |
The Proposed Aggregate Maximum Aggregate Offering Price is based on the Proposed Maximum Offering Price Per Share times the total number of shares of common stock to be registered. These amounts are calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(g) under the Securities Act. |
| (4) |
On July 30, 2007 we issued an aggregate of 8,995,622 shares of our common stock pursuant to our acquisition of Park Place Energy Inc. These 96,000 shares of common stock represent a portion of the shares we issued pursuant to this acquisition. |
EXPLANATORY NOTE
This registration statement (the “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction C on Form SB-2. The contents of the registration statement on Form SB-2 (File No. 333-146133) filed by Park Place Energy Corp. (the “Company”) with the Securities and Exchange Commission (the “Commission”), including all exhibits thereto, which was declared effective by the Commission on October 23, 2007 (the “Initial Registration Statement”), are incorporated by reference in their entirety into, and shall be deemed a part of, this 462(b) Registration Statement.
REGISTRATION OF ADDITIONAL SECURITIES
The Initial Registration Statement was declared effective by the Commission on October 23, 2007. The Initial Registration Statement registered 11,562,252 shares of common stock on behalf of the stockholders listed therein as Selling Shareholders (the “Selling Shareholders”, and each a “Selling Shareholder”). This 462(b) Registration Statement is being filed to register 96,000 additional shares of common stock (the “Additional Shares”). The Company is registering the Additional Shares for sale by one of the Selling Shareholders.
The offering of the Additional Shares by one of the Selling Shareholders will be in accordance with the “Plan of Distribution” section in the Initial Registration Statement. Except to the extent expressly set forth herein, the information in the Initial Registration Statement regarding the Selling Holders remains in effect.
The following table sets forth the name of the Selling Shareholder, the number of shares of common stock beneficially owned by such Selling Shareholder prior to this 462(b) Registration Statement, the number of such shares registered in the Initial Registration Statement, the number of Additional Shares to be registered hereunder, the total number of shares offered and the number of shares that will be beneficially owned after the offering (assuming all shares to be offered hereunder and under the Initial Registration Statement are sold).
| Beneficial Ownership | Beneficial Ownership | |||||
| Before Offering | After Offering | |||||
| Additional | ||||||
| Shares | Shares Being | |||||
| Registered in | Registered in | Aggregate | ||||
| Total Shares | the Initial | this 462(b) | Number of | |||
| Beneficially | Registration | Registration | Shares | Number of | ||
| Selling Shareholder | Owned | Statement | Statement | Offered | Shares | Percent |
| Christopher Bruening(1) | 250,000 | 1,500 | 96,000 | 97,500 | 152,500 | > 1 % |
| (1) |
Christopher Bruening is a consultant to our company. Mr. Bruening’s share total includes 100,000 options. |
- 3 -
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this 462(b) Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on November 29, 2007.
| PARK PLACE ENERGY CORP. | ||
| By: | /s/ David Stadnyk | |
| David Stadnyk | ||
| President | ||
In accordance with the requirements of the Securities Act, this registration statement was signed by the following persons in the capacities and on the dates stated:
| /s/ David Stadnyk | |
| David Stadnyk | |
| Principal Executive Officer, Principal Financial Officer, | |
| Principal Accounting Officer and director | |
| November 29, 2007 |
- 4 -
EXHIBITS
The following exhibits are filed with this 462(b) Registration Statement:
| This ‘SB-2MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/30/07 | |||
| 11/29/07 | ||||
| 11/27/07 | ||||
| 10/23/07 | 424B3 | |||
| 7/30/07 | 3, 3/A, 4, 4/A, 8-K, 8-K/A | |||
| List all Filings | ||||