0000904080-16-000067.txt : 20160601 0000904080-16-000067.hdr.sgml : 20160601 20160601085425 ACCESSION NUMBER: 0000904080-16-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160601 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12074 FILM NUMBER: 161688012 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3372370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 f8k060116reversestocksplit.htm FORM 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


June 1, 2016
Date of Report (Date of earliest event reported)

STONE ENERGY CORPORATION
(Exact name of registrant as specified in charter)

 
Delaware
 
1-12074
 
72-1235413
 
 
(State or other
jurisdiction of
incorporation)
 
(Commission
 File Number)
 
(IRS Employer
Identification No.)
 

625 E. Kaliste Saloom Road
Lafayette, Louisiana

70508
(Address of principal executive offices)
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:  (337) 237-0410


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01.     Regulation FD Disclosure.

On June 1, 2016, Stone Energy Corporation (“Stone” or the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”) has approved a 1-for-10 reverse split of the Company’s issued and outstanding shares of common stock. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.     Other Events.

On May 27, 2016, the Board approved a 1-for-10 reverse split of the Company’s issued and outstanding shares of common stock. The reverse stock split will be effective upon the filing and effectiveness of a certificate of amendment to the Company’s certificate of incorporation after the market closes on June 10, 2016, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on June 13, 2016. The certificate of amendment to the Company’s certificate of incorporation in connection with the reverse stock split will also proportionately decrease the number of the Company’s authorized shares of common stock.

At the Company’s 2016 Annual Meeting of Stockholders held on May 19, 2016, the Company’s stockholders granted authority to the Board, in its discretion, to determine whether to proceed with the reverse stock split and to select and file a certificate of amendment to Stone’s certificate of incorporation to effect the reverse stock split at a ratio to be determined by the Board.

When the reverse stock split becomes effective, every 10 shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock.  No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will be entitled to receive a cash payment equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share on June 10, 2016. The reverse stock split will not impact any stockholder’s percentage ownership of Stone or voting power, except for minimal effects resulting from the treatment of fractional shares.  Following the reverse stock split, the number of outstanding shares of the Company’s common stock will be reduced by a factor of ten.  The overall and per person share limitations in the Company’s 2009 Amended and Restated Stock Incentive Plan, as amended from time to time, and outstanding awards thereunder will also be proportionately adjusted to reflect the reverse stock split.

The Company’s shares of common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “SGY” but will trade under a new CUSIP. The reverse stock split is intended to increase the market price per share of Stone’s common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure the Company’s non-compliance with the NYSE average global market capitalization.

Computershare Trust Company, N.A., the Company’s transfer agent, will act as the exchange agent for the reverse stock split. 









Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press release dated June 1, 2016, “Stone Energy Corporation Announces 1-for-10 Reverse Stock Split"




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


STONE ENERGY CORPORATION


Date: June 1, 2016
 
By:
/s/ Lisa S. Jaubert
 
 
 
 
    Lisa S. Jaubert
Senior Vice President, General Counsel and Secretary
 






















EXHIBIT INDEX

Exhibit Number
Description
 
 
99.1
Press release dated June 1, 2016, “Stone Energy Corporation Announces 1-for-10 Reverse Stock Split"
 
 






EX-99.1 2 f8k060116ex991.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
STONE ENERGY CORPORATION
Announces 1-for-10 Reverse Stock Split
LAFAYETTE, LA. June 1, 2016

Stone Energy Corporation (NYSE: SGY) today announced that the Board of Directors of Stone has approved a 1-for-10 reverse split of its issued and outstanding shares of common stock.  The 1-for-10 reverse stock split will be effective upon the filing and effectiveness of a certificate of amendment to Stone’s certificate of incorporation after the market closes on June 10, 2016, and Stone’s common stock will begin trading on a split-adjusted basis when the market opens on June 13, 2016.

At Stone’s 2016 Annual Meeting of Stockholders held on May 19, 2016, Stone’s stockholders granted authority to the Board of Directors, in its discretion, to determine whether to proceed with the reverse stock split and, if the Board of Directors so determines, to select and file a certificate of amendment to Stone’s certificate of incorporation to effect the reverse stock split at a ratio to be determined by the Board of Directors.

When the reverse stock split becomes effective, every 10 shares of Stone’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock.  No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will be entitled to receive a cash payment equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share on June 10, 2016. The reverse stock split will not impact any stockholder’s percentage ownership of Stone or voting power, except for minimal effects resulting from the treatment of fractional shares.  Following the reverse stock split, the number of outstanding shares of Stone’s common stock will be reduced by a factor of ten.  The certificate of amendment to Stone’s certificate of incorporation in connection with the reverse stock split will also proportionately decrease the number of authorized shares of common stock. The overall and per person share limitations in the Company’s 2009 Amended and Restated Stock Incentive Plan, as amended from time to time, and outstanding awards thereunder will also be proportionately adjusted to reflect the reverse stock split.

Stone’s shares of common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “SGY” but will trade under a new CUSIP. The reverse stock split is intended to increase the market price per share of Stone’s common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure Stone’s non-compliance with the NYSE average global market capitalization.

Computershare Trust Company, N.A., Stone’s transfer agent, will act as the exchange agent for the reverse stock split. Please contact Computershare Trust Company, N.A. for further information at (800) 962-4284.

Forward Looking Statements

Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, including risks relating to our bank credit facility, our outstanding notes and any restructuring thereof, and our ability to continue as a going concern, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. Should one or more of these





risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.