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| HK > SEC Filings for HK > Form 8-K on 23-Jan-2013 | All Recent SEC Filings |
23-Jan-2013
Unregistered Sale of Equity Securities, Change in Directors or Principal Of
As previously reported, on December 6, 2012, Halcón Resources Corporation ("Halcón" or the "Company") issued a total of 10,880.0993 shares of its 8% Automatically Convertible Preferred Stock, par value $0.0001 per share, in connection with the acquisition of two entities owning approximately 81,000 net acres prospective for the Bakken and Three Forks formations primarily located in Williams, Mountrail, McKenzie and Dunn Counties, North Dakota (the "Williston Basin Transaction"). The value of each share of preferred stock issued was approximately $74,453 per share, comprising approximately $810.1 million of the purchase price paid by Halcón in the Williston Basin Transaction. The shares of preferred stock were issued to the selling parties in the Williston Basin Transaction in a private placement pursuant to the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
Following the approval by Halcón's stockholders of the issuance of shares of Halcón common stock, par value $0.0001 per share, described in Item 5.07 below and upon the satisfaction of certain other conditions to conversion, each outstanding share of Halcón preferred stock converted into 10,000 shares of Halcón common stock on January 18, 2013 at an effective conversion price of approximately $7.45 per share. Accordingly, on that date an aggregate of 108,800,993 shares of Halcón common stock were issued to the two holders of Halcón's preferred stock. No proceeds were received by the Company upon conversion of the preferred stock. The common stock issued upon conversion of the preferred stock was issued in reliance upon the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act.
Following the conversion of the preferred stock, Halcón had approximately 366.9 million shares of common stock outstanding as of the date of this current report.
On January 18, 2013, Robert J. Anderson informed Halcón of his intention to resign as Executive Vice President, Chief Operating Officer of the Company to pursue other opportunities. The effective date of Mr. Anderson's resignation has not yet been determined but is expected to occur in February 2013.
On January 17, 2013, Halcón filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation, which amended Article Four of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock by 333,333,334 shares to an aggregate of 670,000,000 authorized shares of common stock. The Certificate of Amendment was effective upon filing with the Secretary of State of the State of Delaware.
A special meeting of stockholders of the Company was held on January 17, 2013 in Houston, Texas for the purpose of voting on three proposals.
The first of those proposals related to the approval of the issuance of 108,800,993 shares of Halcón common stock upon the conversion of the Halcón preferred stock issued on December 6, 2012 in connection with the Williston Basin Transaction. The proposal was approved and the tabulation of votes (both in person and by proxy) for this proposal were as follows:
Broker Non-
Proposal 1 Votes For Votes Against Votes Abstentions
Issuance of 108.8 million shares
of Halcón common stock 152,932,683 1,089,473 - 275,213
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Broker Non-
Proposal 2 Votes For Votes Against Votes Abstentions
Amendment to Halcón's
Certificate of Incorporation 152,552,878 1,461,160 - 283,331
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The third proposal related to the approval of an adjournment of the special meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals. The proposal was approved as follows, although the special meeting was not adjourned.
Broker Non-
Proposal 3 Votes For Votes Against Votes Abstentions
Adjournment of special meeting,
if necessary or appropriate 147,445,944 6,593,679 - 257,746
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On Friday, January 18, 2013, an entity wholly owned and controlled by Floyd C. Wilson, Halcón's Chairman and Chief Executive Officer, sold a Raytheon Hawker 800A aircraft to the Company for $2,390,000 (the "Aircraft Transaction"). In accordance with the Company's Code of Conduct and Audit Committee Charter and prior to entering into the Aircraft Transaction, the Company's Audit Committee, then its Board of Directors (after Mr. Wilson's recusal of himself), reviewed and considered the Aircraft Transaction. The Company's Audit Committee and its Board of Directors reviewed an independent third party appraisal of the aircraft valuing it at $2,390,000, considered the potential benefits and uses to the Company of the aircraft, and determined that acquiring the aircraft upon the terms offered by Mr. Wilson's company was fair and in the Company's best interests. Following such reviews and determinations, the Company's Audit Committee, then its Board of Directors, authorized the Aircraft Transaction.
(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:
Exhibit
No. Description
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of Halcón Resources Corporation dated January 17, 2013.
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