0001060990-12-000037.txt : 20120320 0001060990-12-000037.hdr.sgml : 20120320 20120320160517 ACCESSION NUMBER: 0001060990-12-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120316 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUICKSILVER RESOURCES INC CENTRAL INDEX KEY: 0001060990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752756163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14837 FILM NUMBER: 12703527 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-665-5000 MAIL ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 8-K 1 form8-k.htm CURRENT REPORT form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
_______________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  March 16, 2012
 
QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-14837
 
75-2756163
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (817) 665-5000
 
_______________
 
 
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 (see General Instruction A.2. below):
 
¨
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 3.01.      Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
    
    On March 16, 2012, Quicksilver Resources Inc. (the “Company”) received notice from the New York Stock Exchange (the “Exchange”) notifying the Company that because it had not timely filed its Annual Report for the year ended December 31, 2011 (the “Annual Report”) pursuant to Section 203.01 of the Exchange’s Listed Company Manual, and as a result, is subject to the procedures under Section 802.01E.  On March 16, 2012, the Company notified the Exchange that it expects to file its Annual Report and issue its financial statements by the week of April 16, 2012.  The Company’s shares remain listed on the Exchange.  A copy of the letter from the Exchange is attached as Exhibit 99.1 and incorporated herein by reference.
 
    This Form 8-K includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, among other things, our statement that the Company expects to file its Annual Report by the week of April 16, 2012.  There can be no assurance that the Company will be able to file its Annual Report within the time required by the Exchange rule and discretionary extensions, if any.  If the Company cannot timely file within the time required by the Exchange, then the Company’s common stock may become delisted from the Exchange which, among other things, would adversely affect the ability to trade such shares freely, restrict liquidity in the market for such shares and have a material adverse affect on our stock price.  Forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected.  Factors that could affect the Company’s actual results include unanticipated delays in the conclusion of the Company’s 2011 integrated audit and the effects of other various risk factors and uncertainties disclosed in the Company’s filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K.  Such forward-looking statements are made only as of the date of this Form 8-K, and the Company does not undertake any obligation to update any forward-looking statement to reflect subsequent events or circumstances except to the extent required by applicable law.
 
Item 9.01.      Financial Statements and Exhibits.
 
(d) Exhibits.
 

Exhibit Number
 
Description
Letter from the Exchange, dated March 16, 2012

 
 
 

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

 
 
QUICKSILVER RESOURCES INC.
 
     
 
By:
 /s/ Philip Cook 
   
Philip Cook
   
Executive Vice President – Chief Financial Officer

 
Date:  March 20, 2012
 
 
 

 
INDEX TO EXHIBITS
 

Exhibit Number
 
Description
Letter from the Exchange, dated March 16, 2012
 
 
EX-99.1 2 exh_99.htm LETTER FROM THE EXCHANGE, DATED MARCH 16, 2012 exh_99.htm
 
 
NYSE Regulation
Glenn W. Tyranski
SENIOR VICE PRESIDENT
FINANCIAL COMPLIANCE
 
 
March 16, 2012
 
Mr. Glenn Darden
President & Chief Executive Officer
Quicksilver Resources Inc.
777 West Rosedale Street
Fort Worth, TX 76104
20 Broad Street
New York, NY 10005
T +1 212 656 5142
F +1 212 656 5780
gtyranski@nyx.com
 

Dear Mr. Darden:

This letter is a follow-up to our conversation with John Hinton, Vice President of Finance, on March 16, 2012.  As part of its continued listing and governance programs, NYSE Regulation, Inc. (the “NYSE”) closely monitors whether an issuer has timely filed its annual and interim reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Section 802.01E of the Listed Company Manual sets forth the procedures applicable to an issuer that has failed to timely file its annual report with the SEC.  The complete rule text is available on www.nyse.com; click on Listed Companies then Listed Company Manual, Subsection, 802.00 Continued Listing, 802.01 Continued Listing Criteria.
 
Since Quicksilver Resources Inc. (the “Issuer”) failed to timely file its Form 10-K for the fiscal year ended December 31, 2011, it is required within five business days of receipt of this letter to: (a) contact the NYSE to discuss the status of its annual filing; and (b) issue a press release, if it has not already done so, disclosing the status of the filing, noting the delay, the reason for the delay and the anticipated filing date, if known.  Please note that our conversation with Mr. Hinton on March 16, 2012 and the press release issued on March 15, 2012, satisfy the aforementioned requirements.
 
Please note that the NYSE will closely monitor the status of the Issuer’s late filing and related public disclosures for up to a six-month period from its due date.  If the Issuer fails to file its annual report within six months from the filing due date, the NYSE may, in its sole discretion, allow the Issuer’s securities to trade for up to an additional six months depending on specific circumstances, as outlined in the rule.  It is expected that the Issuer would need to submit an official request for our consideration at the appropriate time.  If the NYSE determines that an additional six-month trading period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the Listed Company Manual.  If the NYSE determines that an additional trading period of up to six months is appropriate and the Issuer fails to file its annual report by the end of that period, suspension and delisting procedures will generally commence.  However, please note that regardless of the procedures described above, the NYSE may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant.
 
 

 
 
Mr. Glenn Darden
Quicksilver Resources Inc.
Page 2
 
To provide transparent information about an issuer’s filing status, the NYSE maintains a list of late filers on www.nyse.com and identifies late filers with an “LF” indicator on the consolidated tape.  This enables data vendors who disseminate the quotes and trades of NYSE-listed securities to append this indicator to the ticker symbol of any issuer that is a late filer.  Each vendor uses an indicator of its own choosing, so the letter used to indicate this status may differ from vendor to vendor.
 
If Quicksilver Resources Inc.’s Form 10-K has not been filed on EDGAR by 2:30 p.m. Eastern Time on March 21, 2012, it will be posted to the late filers list on the Listing Standards Filing Status page on www.nyse.com on March 22, 2012 and an LF indicator will be appended to the Profile, Data and News pages of each listed issue.  The LF indicator will also be made available on the consolidated tape on the same date.  All references on www.nyse.com and the LF indicator will be removed at such time as the Issuer is current with all of its annual and interim SEC filing requirements.
 
If you have any questions, please contact Tanya Hoos at 212-656-5391.
 
Sincerely,
 
/s/ Glenn Tyranski
 
cc:  Donna Hayes, NYSE
 
Enclosure