Filed under Rule 424(b)(3) of the
Securities and Exchange Commission
File No. 333-53856
SUPPLEMENT NO. 1 TO PROSPECTUS OF MILLER PETROLEUM, INC.
DATED DECEMBER 7, 2001
2,761,152 Shares of Common Stock
This prospectus supplement supplements the prospectus dated December 7,
2001, which relates to 2,761,152 shares of common stock of Miller Petroleum,
Inc., a Tennessee corporation. We are providing the prospectus supplement to
update the following information contained in the prospectus:
The table titled "Directors and Executive Officers" on page 15 of
the prospectus is updated as follows:
Directors and Executive Officers.
---------------------------------
Date of
Initial Date of
Positions Election or Termination
Name Held Designation or Designation
---- ---- ----------- --------------
Deloy Miller Director, 12/96 *
815 South Lake Drive President 12/99 *
Oneida, TN 37841 CEO 12/97 *
Lawrence L. LaRue Secretary/ 12/96 10/01
432 Brewstertown Road Treasurer 12/96 10/01
Sunbright, TN 37872 Director 4/97 *
CFO 4/01 *
Herbert J. White Director and 4/97 *
P.O. Box 1868 Vice President 4/97 *
Fairfield Glade, TN 38557
Herman Gettelfinger Director 4/97 *
641 Atlantic Ave.
Knoxville, TN 37917
John N. Bonar Vice President 11/97 9/00
50 Rivers Run Way
Oak Ridge, TN 37830
Gary G. Bible, Ph.D Vice President 9/97 *
232 West Seneca Circle
Oneida, TN 37841
Teresa Cotton Secretary/ 10/01 *
1228 Cherry Fork Road Treasurer
Helenwood, TN 37765
W. Parker Lee Director 12/01 *
3024 Ducan Road
Lenoir City, TN 37772
* These persons presently serve in the capacities indicated opposite
their respective names.
The following biographical information is added immediately before
the heading "Significant Employees" on page 17:
W. Parker Lee. Mr. Lee, age 28, is a member of the Board of Directors.
For the past three years, he has managed Lee Investments, which has holdings
in various corporations. He graduated from Montana State University in May,
1997. In 1998, before attending law school, Mr. Lee worked with the family
business in Knoxville, Tennessee. In May, 2001, he earned a J.D. degree from
Willamette University. Mr. Lee is a native of Knoxville, Tennessee.
The table "Directors and Executive Officers" on page 18 is updated
as follows:
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Number of Shares Percent
Name and Address(1) Title Beneficially Owned of Class(2)
---------------- ----- ------------------ --------
Deloy Miller CEO and 4,419,343 42%
815 South Lake Drive Director
Oneida, TN 37841
Lawrence L. LaRue (3) CFO and 111,177 1%
432 Brewstertown Road Director
Sunbright, TN 37872
Herbert J. White Vice President/Director 300 -0-
P.O. Box 1868
Fairfield Glade, TN
38557
Herman Gettelfinger Director 343,101 3%
641 Atlantic Ave.
Knoxville, TN 37917
Gary Bible (3) Vice President 6,300 -0-
323 Seneca Circle
Oneida, TN 37841
Teresa Cotton Secretary/Treasurer 1,300 -0-
1228 Cherry Fork Road
Helenwood, TN 37765
W. Parker Lee Director 1,000 -0-
3024 Ducan Road
Lenoir City, TN 37772
All executive officers and directors
as a group (Five persons) 4,882,521 46%
(1) These persons presently serve in these capacities for us.
(2) Based upon 10,635,656 outstanding shares, assuming that 1,136,000
shares underlying the warrants of selling stockholders, and 953,400 warrants
held by Baxter Lee III are outstanding, though none of these warrants have
been exercised.
(3) Includes 12,500 shares underlying warrants granted to Mr. LaRue, and
6,000 shares underlying warrants granted to Mr. Bible that are being
registered and may be resold pursuant our Prospectus.
The disclosure under the heading "Compensation Pursuant to Plans"
on page 41 is updated as follows:
Compensation Pursuant to Plans.
-------------------------------
Effective January 29, 1997, we adopted an Incentive Stock Option Plan
which provides for certain employees to purchase shares of our common stock at
a price equal to 115% of the fair market value of our common stock on the date
that the option is granted. The options are exercisable for a period of five
years from the date of the grant. Upon the first anniversary of the granting
of the options, 25% of the options vested, with additional 25% amounts vesting
on each subsequent anniversary of the grant date.
On December 17, 2001, our Board of Directors resolved to extend our
Incentive Stock Option Plan until January 29, 2005.
As of the date of this prospectus, the following options are
outstanding:
Price Per
Name Number of Shares Price Date of Grant
---- ---------------- ----- -------------
Roy Greenwood 50,000 $0.575 1/29/97
Lawrence LaRue 100,000 $0.575 1/29/97
Ronnie Lewis 40,000 $0.575 1/29/97
Deloy Miller 100,000 $0.575 1/29/97
Herbert White 100,000 $0.575 1/29/97
Ronnie Griffith 100,000 $0.575 1/29/97
Teresa Cotton 20,000 $0.575 1/29/97
Gary G. Bible 40,000 $1.75 (1) 9/15/97
Melvin C. Myers 2,000 $1.00 (1) 2/6/98
Steven W. Letner 2,000 $1.00 (1) 2/6/98
Steven R. Burchfield 4,000 $1.00 (1) 2/6/98
Lawrence LaRue 11,591 $1.50 (1) 4/30/98
Lawrence LaRue 1,776 $1.50 (1) 4/30/99
Gary G. Bible 40,000 $0.805 (1) 12/17/01
Teresa A. Cotton 10,000 $0.805 (1) 12/17/01
Melvin C. Myers 40,000 $0.805 (1) 12/17/01
Steve W. Letner 20,000 $0.805 (1) 12/17/01
Steven R. Burchfield 30,000 $0.805 (1) 12/17/01
Roger Butler 30,000 $0.805 (1) 12/17/01
Lawrence LaRue 100,000 $0.805 (1) 12/17/01
Ernest F. Payne 75,000 $0.805 (1) 12/17/01
(1) These options were granted with an exercise price of 115% of the fair
market value of the shares on the date of the grant, and are
exercisable for eight years.
On April 10, 2000, we granted to Michael Ratliff, who is not an
employee, an option to purchase 250,000 shares of our common stock for $1.00
per share, for a period of one year. Mr. Ratliff has exercised options to
purchase 100,000 of these shares. The remaining options expired on August 15,
2001.
In addition, all references in the prospectus to "this prospectus" are
hereby amended to read "this prospectus as supplemented."
The date of this prospectus supplement is December 20, 2001.