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REX ENERGY CORP S-1MEF Filing

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REX ENERGY CORP S-1MEF Filing Powered By Docstoc
					                                       As filed with the Securities and Exchange Commission on April 30, 2008
                                                                                                                                             Registration No. 333-



                                                      UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                                 WASHINGTON, D.C. 20549


                                                                FORM S-1
                                                         REGISTRATION STATEMENT
                                                                      UNDER
                                                             THE SECURITIES ACT OF 1933


                                 REX ENERGY CORPORATION
                                                              (Exact name of registrant as specified in its charter)




                     Delaware                                                          1311                                                   20-8814402
             (State or other Jurisdiction of                               (Primary Standard Industrial                                      (I.R.S. Employer
            Incorporation or Organization)                                  Classification Code Number)                                   Identification Number)

                                                                        1975 Waddle Road
                                                                 State College, Pennsylvania 16803
                                                                           (814) 278-7267
                              (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)




                                                                      Christopher K. Hulburt
                                                                        1975 Waddle Road
                                                                 State College, Pennsylvania 16803
                                                                           (814) 278-7267
                                     (Name, address, including zip code, and telephone number, including area code, of agent for service)



                                                                              With copies to:
                        Charles L. Strauss, Esq.                                                         James M. Prince
                      Fulbright & Jaworski L.L.P.                                                    Vinson & Elkins L.L.P.
                             Fulbright Tower                                                         1001 Fannin, Suite 2500
                       1301 McKinney, Suite 5100                                                       Houston, Texas 77002
                          Houston, Texas 77010                                                      Telephone: (713) 758-2222
                       Telephone: (713) 651-5535                                                    Facsimile: (713) 758-2346
                        Facsimile: (713) 651-5246
    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.  File No.
333-150120
    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. 
    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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer                                                                                     Accelerated filer 
Non-accelerated filer                                                                Smaller reporting company 
(Do not check if a smaller reporting company)


                                                                                   Proposed Maximum
                                                                                       Aggregate        Proposed Maximum       Amount of
                                                                  Amount to be       Offering Price         Aggregate          Registration
           Title of Each Class of Securities to be Registered     Registered (1)     per Security (2)     Offering Price          Fee (3)
Common Stock, $.001 par value                                       575,000             $20.75           $11,931,250             $469

(1) Includes common stock issuable upon exercise of the underwriters’ over-allotment option.
(2) Based on the public offering price.
(3) The registrant has previously paid $5,918 in connection with the Registrant’s Registration Statement or Form S-1 (File No. 333-150120).


   This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with
Rule 462(b) under the Securities Act of 1933.
                                                              EXPLANATORY NOTE

This Registration Statement is being filed with respect to the registration of additional shares of the Common Stock, $.001 par value per share,
of Rex Energy Corporation, a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the earlier
effective registration statement on Form S-1 (File No. 333-150120) are incorporated in this Registration Statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.


                                                                  CERTIFICATION

Rex Energy Corporation hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on
the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as
practicable (but no later than the close of business on April 30, 2008), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the
relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by the bank during regular business
hours on April 30, 2008.
                                                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of State College, Commonwealth of Pennsylvania on April 30, 2008.

                                                                                        REX ENERGY CORPORATION
                                                                                        (Registrant)

                                                                                        By:              /S/    B ENJAMIN W. H ULBURT
                                                                                        Name:                    Benjamin W. Hulburt
                                                                                        Title:            President and Chief Executive Officer

     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 dates indicated.

                            Signature                                                     Title                                         Date


                                *                                  Chairman                                                       April 30, 2008
                         Lance T. Shaner


                                *                                  Director                                                       April 30, 2008
                         Daniel J. Churay


                                *                                  Director                                                       April 30, 2008
                         John W. Higbee


                                *                                  Director                                                       April 30, 2008
                        John A. Lombardi


               /S/    B ENJAMIN W. H ULBURT                        President, Chief Executive Officer and Director                April 30, 2008
                       Benjamin W. Hulburt                         (Principal Executive Officer)

                 / S / T HOMAS C. S TABLEY                         Executive Vice President and Chief Financial                   April 30, 2008
                        Thomas C. Stabley                          Officer (Principal Financial Officer and
                                                                   Principal Accounting Officer)

* By:          /S/   C HRISTOPHER K. H ULBURT
                       Christopher K. Hulburt
                          Attorney-in-Fact

Pursuant to a Power of Attorney previously filed as Exhibit 24.1 to the Registration Statement on Form S-1 (File No. 333-150120) filed with
the Securities and Exchange Commission.

                                                                       II-1
                                                        EXHIBIT LIST

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

Exhibit
Number     Exhibit Title
 5.1       Opinion of Fulbright & Jaworski L.L.P.
23.1       Consent of Malin, Bergquist & Company, LLP.
23.2       Consent of Netherland, Sewell & Associates, Inc.
23.3       Consent of Surtek, Inc.
23.4       Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1       Power of Attorney (previously filed as Exhibit 24.1 to the Registration Statement on Form S-1 (File No. 333-150120) filed
           with the Securities and Exchange Commission and incorporated by reference herein).

                                                              II-2
                                                                                                                                             Exhibit 5.1

                                              Fulbright & Jaworski L.L.P.
                                                           A Registered Limited Liability Partnership
                                                                  Fulbright Tower
                                                             1301 McKinney, Suite 5100
                                                             Houston, Texas 77010-3095
                                                                 www.fulbright.com

telephone:        (713) 651-5151                                                                                               facsimile:   (713) 651-5246

                                                                       April 30, 2008

Rex Energy Corporation
1975 Waddle Road
State College, Pennsylvania 16803

Ladies and Gentlemen:

      We have acted as counsel to Rex Energy Corporation, a Delaware corporation (the “Company”), in connection with the proposed offer
and sale by the Company pursuant to a prospectus forming a part of a Registration Statement on Form S-1 (File No. 333-150120), originally
filed with the Securities and Exchange Commission on April 7, 2008 (such Registration Statement, as amended at the effective date thereof,
and together with the registration statement filed by the Company on the date hereof pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended, being collectively referred to herein as the “Registration Statement”), of up to 575,000 shares of the Company’s
common stock, par value $0.001 per share, of the Company (the “Shares”).

      In connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other
communications of public officials, certificates of officers of the Company and such other documents as we have deemed necessary for the
purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed
appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have
assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic
original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other
than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

      Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares
have been duly and validly authorized for issuance and, when issued by the Company in accordance with the terms of the underwriting
agreement, a form of which was filed as an exhibit to the Registration Statement (the “Underwriting Agreement”), and the documents
contemplated thereby, and upon receipt by the Company of payment therefor as provided in the Underwriting Agreement, will be duly and
legally issued, fully paid and nonassessable.

      The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America and applicable
provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law,
and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

      We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption
“Legal Matters” in the prospectus contained therein. This consent is not to be construed as an admission that we are a party whose consent is
required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
                                                                                         Very truly yours,

                                                                                                 /s/    Fulbright & Jaworski L.L.P.

                                                                                   Fulbright & Jaworski L.L.P.




                      Houston  New York  Washington DC  Austin  Dallas  Denver  Los Angeles  Minneapolis  San Antonio  St. Louis
                                                  Beijing  Dubai  Hong Kong  London  Munich  Riyadh
                                                                                                                                  Exhibit 23.1

                                       Consent of Independent Registered Public Accounting Firm

       We have issued our report dated March 31, 2008 relating to our audit of the consolidated and combined financial statements of Rex
Energy Corporation as of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007, contained in the
Registration Statement on Form S-1 of Rex Energy Corporation (No. 333-150120) (“Earlier Registration Statement”), which is incorporated by
reference in this Registration Statement on Form S-1 (“Registration Statement”) filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended. We consent to the incorporation by reference in the Registration Statement of the aforementioned report and to the use of our name
as it appears under the caption “Experts” in the Prospectus constituting a part of the Earlier Registration Statement.


                                                                                     /s/ Malin, Bergquist & Company, LLP
                                                                                     Malin, Bergquist & Company, LLP

Pittsburgh, Pennsylvania
April 30, 2008
                                                                                                                                 Exhibit 23.2

                          CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

     The undersigned hereby consents to the references to our firm in the form and context in which they appear in this Registration Statement
on Form S-1 of Rex Energy Corporation and the related prospectus that is a part thereof. We hereby further consent to the use in such
Registration Statement and the related prospectus of information contained in our report setting forth the estimate of reserves and future
revenue from the oil and gas reserves of Rex Energy Corporation as of December 31, 2007. We further consent to the reference to this firm in
such Registration Statement and the related prospectus under the heading “Experts.”

                                                                                     NETHERLAND, SEWELL & ASSOCIATES, INC.

                                                                                     By: /s/ Danny D. Simmons
                                                                                         Danny D. Simmons, P.E.
                                                                                         President and Chief Operating Officer

Houston, Texas
April 30, 2008
                                                                                                                                      Exhibit 23.3

                                                                  April 30, 2008

Rex Energy Corporation
1975 Waddle Road
State College, Pennsylvania 16803

Ladies and Gentlemen:

     Re: Rex Energy Corporation; Registration Statement on Form S-1 .

      Surtek, Inc. (“Surtek”) hereby consents to the use of its name and the description of its evaluation of the application of the ASP process to
the Lawrence Field in Illinois which is contained in the Registration Statement on Form S-1 of Rex Energy Corporation filed with the
Securities and Exchange Commission on or about April 30, 2008.

                                                                                        Very truly yours,

                                                                                        /s/ Harry Surkalo
                                                                                        Mr. Harry Surkalo
                                                                                        CEO
                                                                                        Surtek, Inc.