0001060990-14-000145.txt : 20141016 0001060990-14-000145.hdr.sgml : 20141016 20141015171256 ACCESSION NUMBER: 0001060990-14-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141015 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141015 DATE AS OF CHANGE: 20141015 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: 141158179 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 kwk8-k20141015.htm 8-K KWK 8-K 2014.10.15


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): October 15, 2014


QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
001-14837
(Commission
File Number)
75-2756163
(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 5.04.  Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On October 15, 2014, Quicksilver Resources Inc. (the “Company”) sent a notice pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 (the “Notice”) to its directors and executive officers informing them that the independent fiduciary and investment manager for the Company stock fund of the Quicksilver Resources Inc. 401(k) Plan, as amended (the “401(k) Plan”), Evercore Trust Company, N.A., has informed the Company that it has determined to close the Company stock fund.
In order to implement this closure, commencing on October 14, 2014, and ending during the week of October 24, 2014 (the “Blackout Period”), participants in the 401(k) Plan will not be able to purchase or otherwise acquire interests in Company common stock, $0.01 par value, (“Company Common Stock”) or make changes in investment elections or deferral percentages in the 401(k) Plan that would result in any purchase or other acquisition of Company Common Stock.

During the Blackout Period, all directors and executive officers of the Company will be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring Company Common Stock (or related securities, including derivative securities) acquired in connection with employment or service as a director or executive officer of the Company.

Stockholders or other interested parties may obtain, without charge, information regarding the Blackout Period, including information as to whether the Blackout Period has begun or ended, by contacting Francisco J. Villamar, Assistant General Counsel, Corporate & Securities and Secretary, 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102, or by telephone at (817) 665-5000.

As of October 14, 2014, the Company stock fund held approximately 1.4 million shares of Company Common Stock. A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Notice to Directors and Executive Officers dated October 15, 2014




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/ John C. Regan
 
 
John C. Regan
 
 
Senior Vice President – Chief Financial Officer and Chief Accounting Officer

Date: October 15, 2014



INDEX TO EXHIBITS
Exhibit
Number
Description
99.1
Notice to Directors and Executive Officers dated October 15, 2014

EX-99.1 2 kwk8-k20141015ex991.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS DATED OCTOBER 15, 2014 KWK 8-K 2014.10.15 EX99.1
Exhibit 99.1

[QUICKSILVER RESOURCES INC. LETTERHEAD]

To: Members of the Board of Directors and Executive Officers
Date: October 15, 2014
Re: Notice of Blackout Period to Directors and Executive Officers

Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, we are required to notify you if restrictions are imposed on your trading in equity securities of Quicksilver Resources Inc. (the “Company”) due to a “blackout period” under the Quicksilver Resources Inc. 401(k) Plan, as amended (the “Plan”).
The independent fiduciary and investment manager for the Plan’s Company stock fund, Evercore Trust Company, N.A., has informed the Company that it has determined to close the Company stock fund.  In order to implement this closure, commencing on October 14, 2014 and ending during the week of October 24, 2014 (the “Blackout Period”), participants in the Plan will not be able to purchase or otherwise acquire interests in Company common stock, $0.01 par value, (“Company Common Stock”) or make changes in investment elections or deferral percentages in the Plan that would result in any purchase or other acquisition of Company Common Stock.  When the Company has been informed of the actual Blackout Period end date, you will be provided with updated information.
This notice is intended to inform you that, during the Blackout Period, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any Company Common Stock (or related securities, including derivative securities) that you acquired in connection with your service or employment as a director or executive officer of the Company. As a director or executive officer of the Company, these prohibitions apply to you and to members of your immediate family who share your household, as well as by trusts, corporations and other entities whose equity ownership may be attributed to you. Please note that these restrictions do not apply to certain limited trading activities, which include (i) dividend reinvestments pursuant to a broad-based plan and (ii) transactions pursuant to a 10b5-1 plan that is not entered into or modified during the Blackout Period.
These Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading Company equity securities currently applicable to the Company’s directors and executive officers.
Please note that any Company Common Stock that you purchase, sell or otherwise transfer during the Blackout Period will be automatically treated as acquired in connection with your service or employment as a director or executive officer of the Company, unless you establish that the securities were acquired from another source and that such identification is consistent with your treatment for any purposes and all other disclosure and reporting purposes.



If you engage in a transaction that violates the restrictions described above, you may be required to forfeit any profits realized from such transaction and may be subject to civil and criminal penalties. Accordingly, we strongly urge you to refrain from making any trades in Company Common Stock (or related securities) during the Blackout Period.
The Company was unable to provide advance notice of the Blackout Period due to events that were unforeseeable to the Company, or circumstances that were beyond the Company’s reasonable control, as determined in writing by the Company. A copy of this written determination accompanies this Blackout Notice.
This notice will be filed with the Securities and Exchange Commission as part of a current report on Form 8-K.
Please direct inquiries about the Blackout Period, including information as to whether the Blackout Period has begun or ended, or questions and requests for pre-clearance of your transactions in equity securities of the Company, or questions regarding exempt transactions, to Francisco J. Villamar, Assistant General Counsel, Corporate & Securities and Secretary, 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, TX 76102, (817) 665-5000.
October 15, 2014
Reference is made to the Quicksilver Resources Inc. 401(k) Plan, as amended (the “Plan”).
The independent fiduciary and investment manager for the Plan’s Company stock fund, Evercore Trust Company, N.A., has informed the Company that it has determined to close the Company stock fund. In order to implement this closure, participants in the Plan will not be able to purchase or otherwise acquire interests in Company common stock, $0.01 par value, (“Company Common Stock”) or make changes in investment elections or deferral percentages in the Plan that would result in any purchase or other acquisition of Company Common Stock.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002, the Company has determined that, due to events that were unforeseeable to it, or circumstances that were beyond its reasonable control, the Company was not able to provide advance notice of the foregoing restriction with respect to the Plan.



QUICKSILVER RESOURCES INC.



_/s/ Anne D. Self____________________
By: Anne D. Self
Title: Vice President – Human Resources