-----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, PJ1K9oBq0/ravGM02e7FZwI7rmrkYJ26L7g3pY3dwBBZsueOxEesiOwZC2emzK0+ bFLLF4lgx13HTVPgL+GTPA== 0000950134-08-005009.txt : 20080318 0000950134-08-005009.hdr.sgml : 20080318 20080318170046 ACCESSION NUMBER: 0000950134-08-005009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080318 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33784 FILM NUMBER: 08697014 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 10-K/A 1 d54218ae10vkza.htm AMENDMENT TO FORM 10-K e10vkza
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
Amendment No. 1
     
(Mark One)
     þ      
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
   
For the fiscal year ended December 31, 2007
   
 
   
OR
   
 
     o  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
   
For the transition period from to
Commission File Number: 1-33784
 
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware   20-8084793
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1601 N.W. Expressway, Suite 1600, Oklahoma    
City, Oklahoma   73118
(Address of principal executive offices)   (Zip Code)
(405) 753-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $0.001 par value   New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o       No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o       No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ       No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
    (Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o       No þ
     The initial public offering of SandRidge Energy, Inc.’s common stock, par value of $0.001, commenced trading on November 6, 2007. Prior to that date, there was no public market for the registrant’s common stock. At February 28, 2008 there were 142,718,362 shares of our common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(To The Extent Indicated Herein)
     Portions of the proxy statement for the 2008 Annual Meeting of Shareholders are incorporated by reference in Part III.
 
 

 


 

EXPLANATORY NOTE
SandRidge Energy, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 to include a corrected signature page reflecting conformed signatures for all officers and directors who signed the Company’s Form 10-K filed with the Securities and Exchange Commission on March 7, 2007 (the “Original Form 10-K”). Each such person manually signed the Original Form 10-K on March 7, 2008, but the Original Form 10-K incorrectly indicated that they signed through an attorney-in-fact. In addition, the Exhibit Index included in this amendment omits from the list “Exhibit 24.1 — Power of Attorney (included on signature page),” which appeared in the Original Form 10-K Exhibit Index. We are also furnishing with this amendment current certifications required by Rule 12b-15 of the Securities Exchange Act of 1934.
Except as described above, there are no other changes to the Original Form 10-K, and this amendment does not speak to, or reflect, events occurring after the filing of the Original Form 10-K.

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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, on March 7, 2008.
         
  SANDRIDGE ENERGY, INC.
 
 
 
  By   /s/ Tom L. Ward   
    Tom L. Ward, Chairman of the Board and Chief Executive Officer   
       
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 7, 2008.
         
Signature   Title   Date
/s/ Tom L. Ward
 
Tom L. Ward
  President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)   March 7, 2008
/s/ Dirk M. Van Doren
 
Dirk M. Van Doren
  Chief Financial Officer and Executive Vice President (Principal Financial Officer)   March 7, 2008
/s/ Randall D. Cooley
 
Randall D. Cooley
  Senior Vice President — Accounting (Principal Accounting Officer)   March 7, 2008
/s/ Dan Jordan
 
Dan Jordan
  Director   March 7, 2008
/s/ Bill Gilliland
 
Bill Gilliland
  Director   March 7, 2008
/s/ Roy T. Oliver, Jr.
 
Roy T. Oliver, Jr.
  Director   March 7, 2008
/s/ Stuart W. Ray
 
Stuart W. Ray
  Director   March 7, 2008
/s/ D. Dwight Scott
 
D. Dwight Scott
  Director   March 7, 2008
/s/ Jeff Serota
 
Jeff Serota
  Director   March 7, 2008

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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, on March 18, 2008.
         
  SANDRIDGE ENERGY, INC.
 
 
  By   /s/ Tom L. Ward    
    Tom L. Ward,   
    Chairman of the Board and Chief Executive Officer   
 

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EXHIBIT INDEX
                 
            Filed Herewith (*) or    
Exhibit       Incorporated by   File
Number   Description   Reference to Exhibit No.   Number
  3.1    
Certificate of Incorporation
  3.1 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  3.2    
Certificate of Designation of convertible preferred stock
  3.2 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  3.3    
Bylaws
  3.3 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.1    
Specimen Stock Certificate representing common stock
  4.1 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.2    
Resale Registration Rights Agreement, dated December 21, 2005, by and between SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Banc of America Securities, LLC
  4.2 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.2.1    
Form of Consent to Amend December 21, 2005 Resale Registration Rights Agreement, dated June 13, 2006
  4.11 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.2.2    
Form of Consent to Amend December 21, 2005 Resale Registration Rights Agreement, dated April 23, 2007
  4.12 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.2.3    
Form of Consent to Amend December 21, 2005 Resale Registration Rights Agreement, dated October 4, 2007
  4.13 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.3    
Registration Rights Agreement, dated November 21, 2006, by and among SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and the Purchasers party thereto
  4.3 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.3.1    
Form of Consent to Amend November 21, 2006 Registration Rights Agreement, dated October 4, 2007
  4.14 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.4    
Securities Purchase Agreement, dated November 21, 2006, by and among SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and the Purchasers party thereto
  4.4 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.5    
Specimen Stock Certificate representing convertible
preferred stock
  4.5 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.6    
Form of Warrant to Purchase Convertible Preferred Stock
  4.6 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.7    
Amended and Restated Shareholders Agreement, dated April 4, 2007, among SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and certain shareholders
  4.7 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.8    
Registration Rights Agreement, dated March 20, 2007, by and among SandRidge Energy, Inc. and the several purchasers party thereto
  4.8 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.8.1    
Form of Consent to Amend March 20, 2007 Registration Rights Agreement, dated October 4, 2007
  4.15 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956

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            Filed Herewith (*) or    
Exhibit       Incorporated by   File
Number   Description   Reference to Exhibit No.   Number
  4.9    
Stock Purchase Agreement, dated February 12, 2007, by and among SandRidge Energy, Inc. and each of the investors signatory thereto
  4.9 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  4.10    
Shareholders Agreement, dated March 20, 2007, by and among SandRidge Energy, Inc. and certain common shareholders
  4.10 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.1†    
Executive Nonqualified Excess Plan#
       
  10.2†    
2005 Stock Plan of SandRidge Energy, Inc.
  10.2 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.2.1†    
Form of Restricted Stock Award Agreement under 2005 Stock Plan#
       
  10.3†    
Employment Participation Plan of SandRidge Energy, Inc.
  10.3 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.4†    
Well Participation Plan of SandRidge Energy, Inc
  10.4 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.5.1†    
Employment Agreement of Tom L. Ward, dated June 8, 2006
  10.11 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.5.2†    
Employment Agreement of Larry K. Coshow, dated September 2, 2006
  10.12 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.6†    
Form of Indemnification Agreement for directors and officers
  10.5 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.7    
Senior Credit Facility, dated November 21, 2006, by and among SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger and Book Running Manager
  10.6 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.7.1    
Amendment No. 1 to Senior Credit Facility, dated November 21, 2006 by and among SandRidge Energy, Inc.
  10.9 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.7.2    
Amendment No. 2 to Senior Credit Facility, dated November 21, 2006
  10.10 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.8    
Senior Bridge Facility, dated November 21, 2006, by and among SandRidge Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Banc of America Bridge LLC, as the Initial Bridge Lender and Banc of America Securities LLC, Credit Suisse Security, Goldman, Sachs Credit Partners L.P., and Lehman Brothers, Inc. as joint lead arrangers and book runners
  10.7 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.9    
Credit Agreement, dated March 22, 2007 by and among SandRidge Energy, Inc. and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger
  10.8 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.10    
Partnership Interest Purchase Agreement, dated November 21, 2005 by and among Riata Energy, Inc. and Matthew McCann
  10.13 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.11    
Purchase and Sale Agreement, dated December 4, 2005 by and between Gillco Energy, LP, as Seller and Riata Energy, Inc., Riata Piceance, LLC, MidContinent Resources, LLC, and ROC Gas Company, as Buyer
  10.14 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956

-6-


 

                 
            Filed Herewith (*) or    
Exhibit       Incorporated by   File
Number   Description   Reference to Exhibit No.   Number
  10.12    
Purchase and Sale Agreement, dated December 4, 2005 by and between Wallace Jordan, LLC and Daniel White Jordan, as Sellers and Riata Energy, Inc., Sierra Madera CO 2 Pipeline, LLC, Riata Piceance, LLC, and
  10.15 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
       
ROC Gas Company, as Buyers
       
  10.13    
Purchase and Sale Agreement, dated August 29, 2006 by and among Alsate Management and Investment Company and Longfellow Ranch Partners, LP
  10.16 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.14    
Purchase and Sale Agreement, dated June 7, 2007 by and between Wallace Jordan, LLC and SandRidge Energy, Inc.
  10.17 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.15    
Office Lease Agreement, dated March 6, 2006 by and between 1601 Tower Properties, L.L.C. and Riata Energy, Inc.
  10.18 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.15.1    
First Amendment, dated October 19, 2006 to Office Lease Agreement, dated March 6, 2006
  10.19 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  10.16    
Letter Agreement for Acquisition of Properties, dated September 21, 2007 by and between SandRidge Energy, Inc., Longfellow Energy, LP, Dalea Partners, LP and N. Malone Mitchell, 3rd
  10.21 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  21.1    
Subsidiaries of SandRidge Energy, Inc.
  21.1 to Registration Statement on Form S-1 filed on January 30, 2008   333-148956
  23.1    
Consent of PricewaterhouseCoopers LLP#
       
  23.2    
Consent of DeGolyer and MacNaughton#
       
  23.3    
Consent of Netherland, Sewell & Associates, Inc.#
       
  23.4    
Consent of Harper & Associates, Inc.#
       
  31.1    
Section 302 Certification — Chief Executive Officer##
  *    
  31.2    
Section 302 Certification — Chief Financial Officer##
  *    
  32.1    
Section 906 Certifications of Chief Executive Officer and Chief Financial Officer#
       
 
  Management contract or compensatory plan or arrangement
 
#   Filed or furnished as an Exhibit to our Original Form 10-K filed March 7, 2008.
 
##   Our original Section 302 certifications pursuant to Rule 13a-14(a) are filed with our Original Form 10-K filed March 7, 2008. The certifications filed with this amendment are limited to the matters addressed herein.
     Note: Debt instruments of the Company defining the rights of long-term debt holders in principal amounts not exceeding 10 percent of its consolidated assets have been omitted and will be provided to the Commission upon request.

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EX-31.1 2 d54218aexv31w1.htm SECTION 302 CERTIFICATION - CHIEF EXECUTIVE OFFICER exv31w1
 

EXHIBIT 31.1
CERTIFICATIONS
I, Tom L. Ward, certify that:
1. I have reviewed this annual report on Form 10-K/A of SandRidge Energy, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
         
     
Date: March 18, 2008  /s/ Tom L. Ward    
  Tom L. Ward    
  Chief Executive Officer   
 

EX-31.2 3 d54218aexv31w2.htm SECTION 302 CERTIFICATION - CHIEF FINANCIAL OFFICER exv31w2
 

EXHIBIT 31.2
CERTIFICATIONS
I, Dirk M. Van Doren, certify that:
1. I have reviewed this annual report on Form 10-K/A of SandRidge Energy, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
         
     
Date: March 18, 2008  /s/ Dirk M. Van Doren    
  Dirk M. Van Doren   
  Chief Financial Officer   
 

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