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SD > SEC Filings for SD > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for SANDRIDGE ENERGY INC

Form 8-K for SANDRIDGE ENERGY INC


20-Nov-2012

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. o


Item 1.01 Entry into a Material Definitive Agreement

On November 19, 2012, the Board of Directors (the "Board") of SandRidge Energy, Inc. (the "Company") adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of November 19, 2012, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agreement"). The following description of the terms of the Rights Agreement (which includes as exhibits thereto the Form of Certificate of Designations, the Form of Right Certificate and the Summary of Rights to Purchase Preferred Shares) does not purport to be complete and is qualified in its entirety by reference to the detailed terms and conditions set forth in the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group that acquires 10% (or 15% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of the outstanding common stock of the Company without the approval of the Board. The Rights Agreement should not interfere with any merger or other business combination approved by the Board.

The Rights

On November 19, 2012, the Board authorized and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.001 per share (the "Common Shares"), of the Company. The dividend is payable to the stockholders of record on November 29, 2012 (the "Record Date"). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company at a price of $20.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. In addition, one Right will automatically attach to each Common Share that becomes outstanding between the Record Date and the earliest of the Distribution Date (as hereinafter defined), the redemption of the Rights or the expiration of the Rights. The description and terms of the Rights are set forth in the Rights Agreement.

Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares on the Distribution Date. The "Distribution Date" is the close of business on the tenth day after the first date of public announcement that any person, together with such person's associates and affiliates (other than the Company or certain related entities), has become the beneficial owner of 10% (or 15% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of the then outstanding Common Shares (such person, an "Acquiring Person") or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person (such date, the "Shares Acquisition Date").

Until the Distribution Date, (i) the Rights will be evidenced by the certificates representing Common Shares and will be transferred only in connection with the transfer of Common Shares, (ii) certificates for Common Shares that become outstanding after the Record Date will contain a legend incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificates.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Exercisability

The Rights are not exercisable until the Distribution Date. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates alone will evidence the Rights.


Flip In. In the event that any person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for the Purchase Price, purchase Common Shares with a then current market value of twice the Purchase Price.

Flip Over. In the event that, at any time after a person or group has become an Acquiring Person, (i) the Company merges into any other person, (ii) any person merges into the Company, or (iii) the Company sells or otherwise transfers 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole), all holders of Rights except the Acquiring Person may, for the Purchase Price, purchase shares of common stock of the acquiring company with a then current market value of twice the Purchase Price.

Expiration

The Rights will expire at the close of business on November 19, 2013, unless earlier redeemed or exchanged by the Company as described below.

Exchange

After a person or group becomes an Acquiring Person, but before an Acquiring . . .



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the adoption of the Rights Agreement referenced in Item 1.01 above, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (the "Certificate of Designations"). The Certificate of Designations was filed with the Secretary of State of Delaware, and became effective, on November 19, 2012. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The summary of the Preferred Shares set forth in Item 1.01 above is incorporated by reference into this Item 5.03.

In addition, on November 19, 2012, the Board adopted amendments to the Company's March 3, 2009 Amended and Restated Bylaws (the "Bylaw Amendments") as described below. The following description of the Bylaw Amendments approved by the Board does not purport to be complete and is qualified in its entirety by reference to the excerpt from the resolutions of the Board approving the Bylaw Amendments, which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Article II, Section 5 was amended to require any stockholder seeking to have the stockholders authorize or take corporate action by written consent to request that the Board fix a record date. The Board must adopt a resolution fixing the record date within ten days after the date on which such a request is received.

Article IX was amended to provide that the affirmative vote of the holders of more than 50% of the voting power of the issued and outstanding stock of the Company shall be required for stockholders to alter, amend, repeal, or adopt any provision inconsistent with, Article III, Section 1 (Power; Number; Classification; Term of Office; Election Procedures) or Article IX (Amendments) of the Bylaws.

The Bylaw Amendments are effective immediately.



Item 7.01 Regulation FD Disclosure

On November 19, 2012, the Company issued a press release announcing the Board's adoption of the Rights Agreement and Bylaw Amendments. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

Exhibit Number                                 Description

3.1                    Certificate of Designations of Series A Junior Participating
                       Preferred Stock of SandRidge Energy, Inc.

3.2                    Amendments to the March 3, 2009 Amended and Restated Bylaws
                       of SandRidge Energy, Inc., effective November 19, 2012.

4.1                    Rights Agreement, dated as of November 19, 2012, between
                       SandRidge Energy, Inc. and American Stock Transfer & Trust
                       Company, LLC, as Rights Agent, which includes the Form of
                       Certificate of Designations, the Form of Right Certificate,
                       and the Summary of Rights to Purchase Preferred Shares
                       attached thereto as Exhibits A, B and C, respectively.

99.1                   Press Release of the Company, dated November 19, 2012.


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