GEORESOURCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-08-07: Form 8-K; Period of report 2012-08-01; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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; Details 1.01.
- 2012-07-31: Form 8-K; Period of report 2012-07-31; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-07-18: Form 8-K; Period of report 2012-07-16; Description 8.01 Other Events; Details 8.01.
- 2012-06-28: Form 8-K; Period of report 2012-06-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-08-07 | 8-K | 2012-08-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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 | 1.01 On August 1, 2012, in connection with the consummation of the Merger, the Company and its subsidiaries became direct or indirect subsidiaries of Halcón and contemporaneously guaranteed Halcón’s obligations under that certain Indenture (the “Indenture”), dated July 16, 2012, among Halcón, its subsidiaries immediately prior to the Merger (the “Existing Guarantors”), and U.S. Bank National Association, as trustee (“U.S. Bank”), which governs the terms of Halcón’s 9.75% senior notes due 2020. 2.01 On August 1, 2012, the Company completed its previously announced Merger pursuant to the Merger Agreement. 2.03 The disclosure under Item 1.01 of this Current Report on Form 8-K is also responsive to this Item 2.03 and is incorporated herein by reference. 3.01 In connection with completion of the Merger on August 1, 2012, the Company notified the Nasdaq Stock Market (“Nasdaq”) that the Merger has been completed and requested that trading of the common stock of the Company on Nasdaq be suspended prior to the open of the market on August 1, 2012. 3.03 At the Effective Time, and as a result of, the Merger, each outstanding share of the common stock of the Company was converted into the right to receive the Merger Consideration, with cash paid in lieu of fractional shares. 5.01 A change in control of the Company occurred at 12:01 a.m. 5.02 In connection with the Merger, Frank A. Lodzinski, Robert J. Anderson, Jay F. Joliat, Bryant W. Seaman, III, Michael A. Vlasic, Nicholas L. Voller and Donald J. Whelley voluntarily resigned from the Company’s board of directors effective as of the Effective Time of the Merger on August 1, 2012. 5.03 For the period of time between the Effective Time of the Merger and the effective time of the Second Merger, the Company’s articles of incorporation and bylaws governed the Company, as the surviving corporation in the Merger. | d393330d8k.htm |
| 2012-07-31 | 8-K | 2012-07-31 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 31, 2012, GeoResources, Inc. (the “Registrant”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of considering and voting on the proposals described in greater detail in the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 27, 2012. 8.01 On July 31, 2012, the Registrant and Halcón issued a joint press release announcing the results of their Special Meetings. | d388741d8k.htm |
| 2012-07-18 | 8-K | 2012-07-16 | 8.01 Other Events | 8.01 As previously disclosed, on April 24, 2012, GeoResources, Inc. (“GeoResources”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among GeoResources, Halcón Resources Corporation (“Halcón”), Leopard Sub I, Inc., a wholly-owned subsidiary of Halcón (“Merger Sub”) and Leopard Sub II, LLC, a wholly-owned subsidiary of Halcón (“Second Merger Sub”) providing for the merger (the “Merger”) of Merger Sub with and into GeoResources and GeoResources becoming a wholly-owned subsidiary of Halcón, then the merger (the “Second Merger”) of GeoResources with and into the Second Merger Sub. | d381872d8k.htm |
| 2012-06-28 | 8-K | 2012-06-28 | 8.01 Other Events | 8.01 On June 28, 2012, GeoResources, Inc. (the “Registrant”) and Halcón Resources Corporation (“Halcón”) issued a joint press release announcing that each has set a record date and a meeting date for their special meetings of stockholders to consider and act upon the previously announced Agreement and Plan of Merger, dated as of April 24, 2012, between Halcón, Leopard Sub I, Inc., Leopard Sub II, LLC and the Registrant. | d373715d8k.htm |
| 2012-06-25 | 8-K | 2012-06-25 | 8.01 Other Events | 8.01 On June 25, 2012, GeoResources, Inc. (the “Registrant”) sent correspondence and notice of anticipated corporate event (the “Notice”) to holders of warrants to purchase common stock of the Registrant. | d371715d8k.htm |
| 2012-05-09 | 8-K | 2012-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2012, GeoResources, Inc. (the “Registrant”) issued a press release announcing financial and operational results for the first quarter ended March 31, 2012. | d349896d8k.htm |
| 2012-05-08 | 8-K | 2012-05-07 | 8.01 Other Events | 8.01 On May 7, 2012, GeoResources, Inc. (the “Registrant”) announced that the Board of Directors of the Registrant determined to postpone the 2012 Annual Meeting of Shareholders because of the pendency of a proposed merger and associated transactions contemplated under the Agreement and Plan of Merger dated April 24, 2012, by and among, the Registrant, Halcón Resources Corporation, a Delaware corporation (“Halcón”), Leopard Sub I, Inc., a Colorado corporation and wholly owned subsidiary of Halcón, Leopard Sub II, LLC, a Delaware limited liability Registrant and wholly owned subsidiary of Halcón. | d348836d8k.htm |
| 2012-04-27 | 8-K | 2012-04-25 | 8.01 Other Events | 8.01 On April 25, 2012, GeoResources, Inc., a Colorado corporation (the “Registrant”) and Halcón Resources Corporation, a Delaware corporation (“Parent”), held a joint conference call with investors, analysts and other interested parties to provide supplemental information regarding the proposed transaction. | d344560d8k.htm |
| 2012-04-25 | 8-K | 2012-04-24 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On April 24, 2012, GeoResources, Inc., a Colorado corporation (the “Registrant”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Halcón Resources Corporation, a Delaware corporation (“Parent”), Leopard Sub I, Inc., a Colorado corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Leopard Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Second Merger Sub”), pursuant to which Parent has agreed to acquire all of the issued and outstanding shares of common stock of the Registrant. 7.01 On April 25, 2012, the Registrant and Parent provided supplemental information regarding the transactions contemplated by the Merger Agreement in connection with a joint presentation with analysts and investors. | d340080d8k.htm |
| 2012-04-09 | 8-K | 2012-04-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 3, 2012, GeoResources, Inc. (the “Registrant”) entered into separate indemnification agreements (the “Indemnification Agreement”), in the form attached hereto as Exhibit 10.1, with each of its current directors and named executive officers, namely Frank A. Lodzinski, Robert J. Anderson, Jay F. Joliat, Bryant W. Seaman, III, Michael A. Vlasic, Nicholas L. Voller, Donald J. Whelley, Howard E. Ehler, Timothy D. Merrifield and Francis M. Mury. | d331546d8k.htm |
| 2012-03-22 | 8-K | 2012-03-16 | 7.01 Regulation FD Disclosure | 7.01 On March 16, 2012, GeoResources, Inc. (the “Registrant”) posted to its website through this Current Report on Form 8-K an investor slideshow presentation, which is attached hereto as Exhibit 99.1. | d320599d8k.htm |
| 2012-03-20 | 8-K | 2012-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 14, 2012, the compensation committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of GeoResources, Inc. (the “Registrant”) adopted the GeoResources, Inc. Change in Control Plan (the “Plan”). | form8k.htm |
| 2012-03-19 | 8-K | 2012-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2012, GeoResources, Inc. (the “Registrant”) issued a press release announcing its fourth quarter and full year financial results. | pr8k.htm |
| 2012-03-09 | 8-K | 2012-03-06 | 2.02 Results of Operations and Financial Condition | 2.02 On March 6, 2012, GeoResources, Inc. (the “Registrant”) issued a press release providing an operations update. | form8k.htm |
| 2012-02-02 | 8-K | 2012-02-01 | 7.01 Regulation FD Disclosure | 7.01 On February 1, 2012, GeoResources, Inc. (the “Registrant”) posted to its website through this Current Report on Form 8-K an investor slideshow presentation, which is attached hereto as Exhibit 99.1. | d292939d8k.htm |
| 2012-01-23 | 8-K | 2012-01-17 | 7.01 Regulation FD Disclosure | 7.01 On January 17, 2012, GeoResources, Inc. (the “Registrant”) issued a press release announcing that Robert J. Anderson has been appointed to serve as Chief Operating Officer (Northern Division) in addition to his current position as Executive Vice President – Engineering and Acquisitions and he has also been appointed as a director on the Registrant’s Board of Directors. | pr8k.htm |
| 2012-01-12 | 8-K | 2012-01-06 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On January 10, 2012, GeoResources, Inc. (the “Registrant”) issued a press release providing an operations update. 5.02 Election of Directors; Appointment of Certain Officers. | form8k.htm |