-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AF+eJjljyVkjRl7GZOU1vS5AcAFGfdwVljgkUV2feHDQGmEwHqKZKVwHQD9ainJL YwK+fLWKbWEFobQYPCjgLA== 0000950134-08-004649.txt : 20080313 0000950134-08-004649.hdr.sgml : 20080313 20080312200307 ACCESSION NUMBER: 0000950134-08-004649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080307 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080313 DATE AS OF CHANGE: 20080312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDRIDGE ENERGY INC CENTRAL INDEX KEY: 0001349436 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 208084793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33784 FILM NUMBER: 08684724 BUSINESS ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: SUITE 1600 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-753-5500 MAIL ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: SUITE 1600 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: RIATA ENERGY INC DATE OF NAME CHANGE: 20060111 8-K 1 d54901e8vk.htm FORM 8-K e8vk
 

 
 
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
Date of Report (Date of earliest event reported): March 7, 2008
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
  1-33784
(Commission File Number)
  20-8084793
(I.R.S. Employer
Identification No.)
     
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma

(Address of Principal Executive Offices)
  73118
(Zip Code)
Registrant’s Telephone Number, including Area Code: (405) 753-5500
Not Applicable.
(Former name or former address, if changed since last report)
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):
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.03   — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 7, 2008, the Board of Directors of SandRidge Energy, Inc. (the “Company”) approved amendments to Sections 2 and 5 of Article VII of the Company’s Amended and Restated Bylaws (“Bylaws”), effective immediately, to clarify that the Company’s capital stock may be represented by uncertificated, as well as certificated, shares. The amendments specifically provide for the transfer of uncertificated shares and the registration of uncertificated shares in place of a certificate alleged to have been lost, stolen, destroyed or mutilated. The Company adopted the amendments in connection with new rules of the New York Stock Exchange that require listed companies to be eligible for the Direct Registration System (“DRS”) no later than March 31, 2008. The DRS allows a stockholder’s ownership to be recorded and kept on the books of an issuer or its transfer agent without issuance of a physical stock certificate.
The foregoing description of the amendments to the Company’s Bylaws is qualified in its entirety by reference to the full text of the amended Bylaws, a copy of which is filed as Exhibit 3.3 hereto and incorporated herein by reference.
Item 9.01   — Financial Statements and Exhibits
(d) Exhibits
     
Exhibit    
Number   Description
3.3
  Amended Bylaws, effective March 7, 2008

2


 

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 thereunto duly authorized.
         
  SANDRIDGE ENERGY, INC.
(Registrant)  
 
  By:   /s/ V. Bruce Thompson    
    V. Bruce Thompson   
    Senior Vice President—Legal and General Counsel   
 
Date: March 12, 2008

3


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
3.3
  Amended Bylaws, effective March 7, 2008

 

EX-3.3 2 d54901exv3w3.htm AMENDED BYLAWS exv3w3
 

Exhibit 3.3
Amendments to Amended and Restated Bylaws
of SandRidge Energy, Inc.
Adopted March 7, 2008
Pursuant to resolutions adopted by the Board of Directors of SandRidge Energy, Inc. (the “Corporation”) on March 7, 2008, Sections 2 and 5 of Article VII of the Corporation’s Bylaws were amended, effective as of March 7, 2008, to read, as amended, as follows:
Section 2. Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. If such shares are certificated, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer (or upon compliance with the provisions of Section 5 of this Article VII, if applicable) and of compliance with any transfer restrictions applicable thereto contained in an agreement to which the Corporation is a party or of which the Corporation has knowledge by reason of legend with respect thereto placed an any such surrendered stock certificate, it shall be the duty of the Corporation to cancel the old certificate, issue new equivalent certificated shares to or register uncertificated shares in the name of the person entitled thereto, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares by the holders thereof in person or by their duly authorized attorney, it shall be the duty of the Corporation to cancel such uncertificated shares, issue new equivalent certificated shares to or register uncertificated shares in the name of the person entitled thereto, and record the transaction upon its books.
Section 5. Lost, Stolen, Destroyed or Mutilated Certificates. The Board of Directors may determine the conditions upon which a new certificate of stock may be issued or uncertificated shares registered in place of a certificate that is alleged to have been lost, stolen, destroyed or mutilated; and may, in its discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issuance of a new certificate or registration of uncertificated shares in the place of the one so lost, stolen, destroyed or mutilated.

 

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