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): April 30, 2013
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33784 | 20-8084793 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma |
73102 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, including Area Code: (405) 429-5500
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):
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement |
Effective April 29, 2013, SandRidge Energy, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 19, 2012 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.
The Amendment accelerated the expiration date of the rights issued pursuant to the Rights Agreement (the “Rights”) from November 19, 2013 to April 29, 2013. Accordingly, as of 5:00 p.m. New York, New York time on April 29, 2013, the Rights expired and were no longer outstanding, and the Rights Agreement terminated as of that time.
The foregoing description of the Amendment is qualified in its entirety by reference to the copy of the Amendment attached hereto as Exhibit 4.1 and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
In connection with the adoption of the Rights Agreement, on November 19, 2012, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”), constituting part of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), relating to the Series A Junior Participating Preferred Stock of the Company issuable upon exercise of the Rights (the “Preferred Stock”). In connection with the expiration of the Rights and the termination of the Rights Agreement on April 30, 2013, as described in Item 1.01 above, all matters set forth in the Certificate of Designations relating to the Preferred Stock were eliminated from the Company’s Certificate of Incorporation. The Company filed a certificate with the Secretary of State of the State of Delaware (the “Certificate”) stating that none of the authorized shares of Preferred Stock are outstanding and that no such shares will be issued under the Certificate of Designations.
The foregoing description of the Certificate is qualified in its entirety by reference to the copy of the Certificate attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits: |
| 3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of SandRidge Energy, Inc., dated April 30, 2013 | |
| 4.1 | Amendment No. 1 to Rights Agreement, dated as of April 29, 2013, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent | |
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) | ||||||
| Date: April 30, 2013 | By: | /s/ James D. Bennett | ||||
| James D. Bennett | ||||||
| President and Chief Financial Officer | ||||||
Exhibit Index
| No. |
Description | |
| 3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of SandRidge Energy, Inc., dated April 30, 2013 | |
| 4.1 | Amendment No. 1 to Rights Agreement, dated as of April 29, 2013, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
SANDRIDGE ENERGY, INC.
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
SandRidge Energy, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:
FIRST: The Certificate of Designations filed in the office of the Secretary of State of the State of Delaware on November 19, 2012 and constituting part of the Company’s Certificate of Incorporation, as amended (the “Certificate of Designations”) authorizes the issuance of 5,000,000 shares of a series of Preferred Stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued.
SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Company adopted the following resolutions:
RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificate of Designations; and
RESOLVED, that any officer, acting singly, be, and hereby is authorized and directed, in the name and on behalf of the Company, to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL, substantially in the form attached as an exhibit to these resolutions (the “Certificate of Elimination”), with such changes therein and modifications thereof as the officer executing the same shall deem advisable and as are permitted by the DGCL to be made by such officer, as conclusively evidenced by such officer’s execution thereof, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series A Preferred Stock in the Certificate of Incorporation shall be eliminated and the shares of Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Company, without designation as to series.
THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Company’s Certificate of Incorporation, as amended, are hereby eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer on this 30th day of April, 2013.
| SANDRIDGE ENERGY, INC. | ||
| By: /s/ Philip T. Warman | ||
| Name: | Philip T. Warman | |
| Title: | Senior Vice President and General Counsel | |
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this “Amendment”) is dated as of April 26, 2013 (the “Effective Date”) and amends the Rights Agreement, dated as of November 19, 2012 (the “Rights Agreement”), between SANDRIDGE ENERGY, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, on April 26, 2013, the Board of Directors of the Company determined it is in the best interests of the Company and its stockholders to amend the Rights Agreement on the terms set forth herein;
WHEREAS, in accordance with Section 27 of the Rights Agreement, prior to such time as any Person becomes an Acquiring Person, the Company may supplement or amend the Agreement without the approval of any holders of Right Certificates in order to make any provisions with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; and
WHEREAS, an officer of the Company has delivered to the Rights Agent a certificate as to the compliance of this Amendment with the terms of Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the respective agreements set forth herein, the parties hereby agree as follows:
Section 1. Amendment of the Rights Agreement.
(a) Section 7(a)(i) of the Rights Agreement is hereby amended and restated in its entirety as follows:
“(i) the Close of Business on April 29, 2013 (the “Final Expiration Date”),”.
(b) All references to “November 19, 2013” in Exhibits B and C to the Rights Agreement shall be deemed to have been modified to be references to “April 29, 2013”.
Section 2. Effect of Amendment. Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall be terminated and of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent. This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.
Section 3. Further Assurances. Each of the parties to this Amendment shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.
Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
Section 6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Section 7. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Rights Agreement to be duly executed and attested, all as of the day and year first above written.
| SANDRIDGE ENERGY, INC. | ||||||||
| Attest: | ||||||||
| By: | /s/ Justin P. Byrne | By: | /s/ Philip T. Warman | |||||
| Name: Justin P. Byrne | Name: Philip T. Warman | |||||||
| Title: Assistant Corporate Secretary | Title: Senior Vice President and General Counsel | |||||||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT | ||||||||
| Attest: | ||||||||
| By: | /s/ Isaac Kagan | By: | /s/ Paula Caroppoli | |||||
| Name: Isaac Kagan | Name: Paula Caroppoli | |||||||
| Title: Vice President | Title: Senior Vice President | |||||||