CREDO PETROLEUM CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-09-28: Form 8-K; Period of report 2012-09-25; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2012-09-14: Form 8-K; Period of report 2012-09-14; Description 8.01 Other Events; Details 8.01.
- 2012-07-31: Form 8-K; Period of report 2012-07-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-07-05: Form 8-K; Period of report 2012-07-05; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-09-28 | 8-K | 2012-09-25 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 On September 28, 2012, in connection with the closing of the Merger (as defined below), CREDO Petroleum Corporation n/k/a Forestar Petroleum Corporation (the “Company”) repaid to BOKF, N.A., a national banking association, d/b/a Bank of Oklahoma (“Bank of Oklahoma”), all amounts due, approximately $9 million, under the Credit Agreement, dated as of February 16, 2012, among the Company, United Oil Corporation (a subsidiary of the Company) and Bank of Oklahoma, as amended. 2.01 On September 28, 2012, pursuant to the terms of the previously-announced Agreement and Plan of Merger, dated as of June 3, 2012 (the “Merger Agreement”), by and among the Company, Forestar Group Inc., a Delaware corporation (“Forestar”), and Longhorn Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Forestar (“Merger Sub”), Forestar completed its acquisition of the Company via the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Forestar (the “Merger”). 3.01 In connection with the closing of the Merger pursuant to the Merger Agreement, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that each share of Company Common Stock, has been converted into the right to receive $14.50 in cash, without interest, and on September 28, 2012, Nasdaq filed with the SEC, at the Company’s request, an application on Form 25 to remove the Company Common Stock from listing and registration thereon. 3.03 The disclosure contained in Item 2.01 is incorporated herein by reference. 5.01 On September 28, 2012, pursuant to the Merger Agreement, Merger Sub merged with and into the Company. 5.02 In connection with the Merger, all members of the Company’s Board of Directors (Clarence H. Brown, Oakley Hall, James T. Huffman, John A. Rigas, H. Leigh Severance, William F. Skewes and Marlis E. Smith, Jr.) resigned on September 28, 2012 as of the effective time of the Merger, and the directors of Merger Sub immediately prior to the Merger, James M. DeCosmo, Christopher L. Nines and David M. Grimm, were appointed directors of the Company immediately after the effective time of the Merger. 5.03 At the effective time of the Merger on September 28, 2012, the certificate of incorporation of the Company was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Merger, and the Company amended and restated its by-laws to be in the form of the by-laws of Merger Sub immediately prior to the Merger, each in accordance with the terms of the Merger Agreement. 5.07 At a special meeting of stockholders held on September 25, 2012, the stockholders of the Company adopted the Merger Agreement and the Merger, approved by non-binding advisory vote certain compensation arrangements for executive officers of the Company holding such offices immediately prior to the Merger, and approved an adjournment of the special meeting, if necessary, or appropriate to solicit additional proxies if there were insufficient votes at the time of the special meeting to adopt the Merger Agreement. | a12-22338_18k.htm |
| 2012-09-14 | 8-K | 2012-09-14 | 8.01 Other Events | 8.01 On September 14, 2012, CREDO Petroleum Corporation (“CREDO”) signed a memorandum of understanding to settle the previously disclosed consolidated shareholder class action lawsuit captioned In re Credo Petroleum Corporation Shareholder Litigation, Consolidated C.A. No. 7641-VCP pending in the Delaware Court of Chancery (the “Merger Litigation”). | a12-21274_18k.htm |
| 2012-07-31 | 8-K | 2012-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 31, 2012, Brian C. Mazeski was promoted to Chief Accounting Officer of the Company and he will fill the roles of Principal Financial Officer and Principal Accounting Officer that were left vacant when Alford B. Neely, former Vice President and Chief Financial Officer, retired effective July 31, 2012. | a12-17328_18k.htm |
| 2012-07-05 | 8-K | 2012-07-05 | 8.01 Other Events | 8.01 On July 5, 2012, CREDO Petroleum Corporation (the “Company”) issued a press release announcing the expiration of the 30-day “go-shop” period, during which the Company solicited alternative acquisition proposals pursuant to the Agreement and Plan of Merger by and among the Company, Forestar Group Inc. (“Parent”) and Longhorn Acquisition, Inc., a wholly owned subsidiary of Parent, and the absence of any alternative acquisition proposals for the Company. | a12-15866_18k.htm |
| 2012-06-26 | 8-K | 2012-06-26 | 8.01 Other Events | 8.01 On June 26, 2012, CREDO Petroleum Corporation (the “Company”) today updated its operating activity. | a12-15406_18k.htm |
| 2012-06-04 | 8-K | 2012-06-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 4, 2012, the Company issued a press release relating to the Merger Agreement. | a12-13621_18k.htm |
| 2012-04-25 | 8-K | 2012-04-19 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. | a12-10441_18k.htm |
| 2012-04-11 | 8-K | 2012-04-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Credo Petroleum Corporation (the “Company”) held its annual meeting (the Annual Meeting”) of shareholders on April 5, 2012 at the Brown Palace Hotel in Denver, Colorado. | a12-9494_18k.htm |
| 2012-03-30 | 8-K | 2012-03-26 | 2.02 Results of Operations and Financial Condition | 2.02 On March 26, 2012, CREDO Petroleum Corporation (the “Company”) issued a press release restating financial results for the first quarter ended January 31, 2011. | a12-8486_18k.htm |
| 2012-03-23 | 8-K | 2012-03-19 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. | a12-7891_18k.htm |
| 2012-03-15 | 8-K | 2012-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2012, CREDO Petroleum Corporation (the “Company”) issued a press release announcing its operating results for the first quarter ended January 31, 2011. | a12-6771_38k.htm |
| 2012-02-28 | 8-K | 2012-02-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 23, 2012, Mr. W. Mark Meyer informed the Credo Petroleum Corporation Board of Directors that he will not stand for re-election as a Class II director. | a12-5956_18k.htm |
| 2012-02-24 | 8-K | 2012-02-21 | 8.01 Other Events | 8.01 On February 21, 2012, CREDO Petroleum Corporation (the “Company”) released the text of the “Report to Shareholders” contained in its 2010 Annual Report. | a12-5649_28k.htm |
| 2012-02-23 | 8-K | 2012-02-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 See the disclosure contained in Item 1.01 above, which is incorporated herein by reference. | a12-5649_18k.htm |
| 2012-02-08 | 8-K | 2012-02-07 | 8.01 Other Events | 8.01 On February 7, 2012, CREDO Petroleum Corporation (the “Company”) today updated Bakken and Three Forks activity. | a12-4433_18k.htm |
| 2012-02-02 | 8-K | 2012-02-01 | 8.01 Other Events | 8.01 On February 1, 2012, CREDO Petroleum Corporation (the “Company”) announced a 17% increase in its fiscal 2012 drilling budget. | a12-4004_18k.htm |
| 2012-01-18 | 8-K | 2012-01-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 11,2012, Mr. Michael D. Davis, Credo’s Vice President of Land & Business Development, was promoted to the position of Chief Operating Officer of the Company. | a12-3016_18k.htm |
| 2012-01-11 | 8-K | 2012-01-10 | 2.02 Results of Operations and Financial Condition | 2.02 On January 10, 2012, CREDO Petroleum Corporation (the “Company”) issued a press release announcing its operating results for the fiscal year ended October 31, 2011. | a11-32045_38k.htm |
| 2012-01-05 | 8-K | 2012-01-04 | 8.01 Other Events | 8.01 Other Events On January 4, 2012, CREDO Petroleum Corporation (the “Company”) reports reserves for Fiscal 2011. | a12-2120_18k.htm |