|
Quotes & Info
|
| HK > SEC Filings for HK > Form 8-K on 18-Jul-2012 | All Recent SEC Filings |
18-Jul-2012
Other Events, Financial Statements and Exhibits
As previously disclosed, on April 24, 2012, Halcón Resources Corporation
("Halcón") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with GeoResources, Inc. ("GeoResources"), 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 first for the merger (the
"Merger") of Merger Sub with and into GeoResources and GeoResources becoming a
wholly-owned subsidiary of Halcón, and then the merger (the "Second Merger") of
GeoResources with and into the Second Merger Sub.
On July 16, 2012, a settlement agreement was entered into, subject to the court's approval, regarding the settlement of the action styled Yost v. GeoResources, Inc. et al., Case No. 1:12-CV-01307-MSK-KMT, pending in the United States District Court for the District of Colorado (the "Federal Action"), which was filed on behalf of a putative class of GeoResources stockholders against GeoResources, the GeoResources board of directors and, in certain instances, Halcón, Merger Sub and Second Merger Sub as aiders and abettors. Pursuant to such settlement, Halcón and GeoResources agreed to make certain supplemental disclosures regarding the Merger and to provide additional disclosures to their stockholders. A copy of the "Additional Disclosure" is attached as Exhibit 99.1 hereto, and incorporated herein by reference.
The settlement will not affect the merger consideration to be paid to stockholders of GeoResources in connection with the Merger or the timing of the special meeting of stockholders of Halcón scheduled for July 31, 2012 at Halcón's headquarters located at 1000 Louisiana St., Suite 6700, Houston, Texas 77002 at 10:00 a.m., local time, to consider and to vote upon the issuance of Halcón common stock to GeoResources stockholders pursuant to the Merger Agreement, among other things.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements that are not strictly
historical statements constitute forward-looking statements and may often, but
not always, be identified by the use of such words such as "expects",
"believes", "intends", "anticipates", "plans", "estimates", "potential",
"possible", or "probable" or statements that certain actions, events or results
"may", "will", "should", or "could" be taken, occur or be achieved. The
forward-looking statements include statements about future operations, estimates
of reserve and production volumes and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current expectations
and assumptions and analyses made by us in light of our experience and our
perception of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate under the
circumstances. However, whether actual results and developments will conform
with expectations is subject to a number of risks and uncertainties, including
but not limited to: the possibility that the companies may be unable to obtain
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The issuance of Halcón common stock in connection with the proposed merger has been submitted to Halcón's stockholders for their consideration, and the proposed merger has been submitted to stockholders of GeoResources for their consideration. Halcón has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement/prospectus to be used by Halcón and GeoResources to solicit the required approval of their stockholders in connection with the proposed merger and constituted a prospectus of Halcón, which the SEC has declared effective. Halcón and GeoResources may also file other documents with the SEC concerning the proposed merger. INVESTORS AND SECURITY HOLDERS OF HALCÓN AND GEORESOURCES ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents containing important information about Halcón and GeoResources through the website maintained by the SEC at www.sec.gov. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Halcón and GeoResources with the SEC at the SEC's website at www.sec.gov. You may also obtain these documents by contacting Halcón at Halcón Resources Corporation, Attention: Investor Relations, 1000 Louisiana St., Suite 6700, Houston, Texas 77002, (832) 538-0314, or by contacting GeoResources at GeoResources, Inc., Attention: Investor Relations, 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, (281) 377-9716.
Halcón, GeoResources and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Halcón and GeoResources in respect of the proposed transaction. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials that may be later filed with the SEC if and when they become available. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Halcón or GeoResources using the sources indicated above.
Contacts:
Halcón Resources Corporation
Scott M. Zuehlke
VP, Investor Relations
(832) 538-0314
GeoResources, Inc.
Quentin Hicks
Director of Acquisitions and Financial Planning
(281) 377-9716
(d) Exhibits.
Exhibit
No. Description
99.1 Additional Disclosure, dated July 16, 2012.
|
|