8-K

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

March 23, 2010
Date of report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12074	72-1235413
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

625 E. Kaliste Saloom Road Lafayette, Louisiana	70508
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (337) 237-0410

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))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2

Item 8.01. Other Events.

     Stone Energy Corporation (“Stone”) has previously disclosed that on or around November 30, 2005, George Porch filed a putative class action in the United States District Court for the Western District of Louisiana (the “Federal Court”) against Stone, David Welch, Kenneth Beer, D. Peter Canty and James Prince purporting to allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Three similar complaints were filed soon thereafter. On March 17, 2006, these purported class actions were consolidated, with El Paso Fireman & Policeman’s Pension Fund designated as lead plaintiff (“Securities Action”). El Paso Fireman & Policeman’s Pension Fund filed a consolidated class action complaint on or about June 14, 2006.

     Stone has also previously disclosed that on or about December 16, 2005, Robert Farer and Priscilla Fisk filed respective complaints in the Federal Court purportedly alleging claims derivatively on behalf of Stone. Similar complaints were filed thereafter in the Federal Court by Joint Pension Fund, Local No. 164, I.B.E.W., and in the 15^th Judicial District Court, Parish of Lafayette, Louisiana (the “State Court”) by Gregory Sakhno. Stone was named as a nominal defendant and David Welch, Kenneth Beer, D. Peter Canty, James Prince, James Stone, John Laborde, Peter Barker, George Christmas, Richard Pattarozzi, David Voelker, Raymond Gary, B.J. Duplantis and Robert Bernhard were named as defendants in these actions. (These actions are collectively referred to as the “Derivative Actions.”)

     Stone also previously disclosed that the parties in the Securities Action and the parties in the Derivative Actions had reached agreements to settle the respective proceedings and that the parties’ settlement agreements were subject to Federal Court approval. On March 23, 2010, the Federal Court held a settlement fairness hearing to consider the proposed settlements in both the Securities Action and the Derivative Action. During the settlement fairness hearing, the Federal Court approved both proposed settlements. The Federal Court thereafter entered a Final Judgment and Order of Dismissal with Prejudice dismissing the federal Derivative Action, and an Order and Final Judgment dismissing the Securities Action. The final judgments are being attached as exhibits hereto. As part of the settlement in the Derivative Actions, the plaintiff in the State Court derivative action has agreed to dismiss the State Court derivative action voluntarily.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

99.1	Final Judgment and Order of Dismissal with Prejudice
99.2	Order and Final Judgment

SIGNATURE

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

	STONE ENERGY CORPORATION
Date: March 29, 2010	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Final Judgment and Order of Dismissal with Prejudice
99.2	Order and Final Judgment

EX-99.1

Exhibit 99.1

RECEIVED

MAR 23 2010

TONY R. MOORE, CLERK
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE, LOUISIANA UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE-OPELOUSAS DIVISION

In re: Stone Energy Corporation	Civil Action 05-2166 (LEAD)
Shareholder Derivative Litigation

Judge Tucker L. Melançon

Magistrate Judge C. Michael Hill

FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

     This matter came before the Court for hearing pursuant to the Order of this Court, dated March 23, 2010 (“Order”), on the application of the Settling Parties for approval of the settlement set forth in the Stipulation of Settlement dated February 12, 2010 (the “Stipulation”). Due and adequate notice having been given to the Current Stone Energy Shareholders as required in said Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

     1. This Judgment incorporates by reference the definitions in the Stipulation, and all capitalized terms used herein shall have the same meanings as set forth in the Stipulation.

     2. This Court has jurisdiction over the subject matter of the Federal Derivative Action, including all matters necessary to effectuate the settlement, and over all Settling Parties.

     3. The Court finds that the settlement is fair, reasonable, and adequate as to each of the Settling Parties, and hereby finally approves the settlement in all respects, finds that the settlement provides substantial benefits to Stone Energy and its shareholders, and orders the Settling Parties to perform its terms to the extent the Settling Parties have not already done so.

     4. The Federal Derivative Action and all claims contained therein, as well as all of the Released Claims, are dismissed with prejudice. As between Derivative Plaintiffs, Stone Energy, and the Individual Defendants, the Settling Parties are to bear their own costs, except as otherwise provided in the Stipulation.

     5. Upon the entry of the Judgment, Derivative Plaintiffs, individually and derivatively on behalf of Stone Energy, Derivative Plaintiffs’ Counsel, and Stone Energy shall have, and by operation of the Judgment shall be deemed to have, fully, finally, and forever released, relinquished, and discharged all Released Claims (including Unknown Claims) and any and all claims arising out of, relating to, or in connection with the Settlement or resolution of the Derivative Actions against

-1-

the Released Persons. Nothing herein shall in any way impair or restrict the rights of any settling party to enforce the terms of the Stipulation.

     6. Upon entry of the Judgment, Stone Energy, each of the Individual Defendants, and the Related Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged Derivative Plaintiffs and Derivative Plaintiffs’ Counsel from all claims, arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Derivative Actions or Released Claims. Nothing herein shall in any way impair or restrict the rights of any settling party to enforce the terms of the Stipulation.

     7. The Court finds that the Summary Notice of Pendency and Proposed Settlement of Shareholder Derivative Actions published in Investor’s Business Daily, and the Notice of Pendency and Proposed Settlement of Shareholder Derivative Actions posted on the websites of Robbins Umeda LLP, Barrack, Rodos & Bacine, and Faruqi & Faruqi, LLP, and filed by Stone Energy with the U. S. Securities and Exchange Commission via a Form 8-K, provided the best notices practicable under the circumstances of these proceedings and of the matters set forth therein, including the settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notices fully satisfied the requirements of Federal Rule of Civil Procedure 23.1 and the requirements of due process.

     8. The Court finds that during the course of the Derivative Actions, the Settling Parties and their counsel complied, at all times, with Federal Rule of Civil Procedure 11 and all other similar rules and law.

     9. Derivative Plaintiffs’ Counsel is hereby awarded $300,000 for attorneys’ fees and the reimbursement of expenses. Co-Lead Counsel is authorized and directed to allocate and distribute the Fee and Expense Award among Derivative Plaintiffs’ Counsel in accordance with the Stipulation

-2-

and in a manner which, in Co-Lead Counsel’s good faith determination, reflects each counsel’s contribution to the institution, prosecution, and settlement of the Derivative Actions.

     10. Neither the Stipulation nor the settlement, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Individual Defendants and/or the Related Persons; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Individual Defendants and/or the Related Persons in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Stone Energy, the Individual Defendants, and/or the Related Persons may file the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

     11. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) implementation of the settlement; and (b) the Settling Parties for the purpose of construing, enforcing, and administering the Stipulation and settlement, including, if necessary, setting aside and vacating this Judgment, on motion of a party, to the extent consistent with and in accordance with the Stipulation if the Effective Date fails to occur in accordance with the Stipulation.

     12. This Judgment is a final, appealable judgment and should be entered forthwith by the Clerk in accordance with Rule 58 of the Federal Rules of Civil Procedure.

     IT IS SO ORDERED at Lafayette, Louisiana.

DATED: March 23, 2010	/s/ Tucker L. Melançon
	HONORABLE TUCKER L. MELANÇON
	UNITED STATES DISTRICT JUDGE

-3-

EX-99.2

Exhibit 99.2

RECEIVED

MAR 23 2010

TONY R. MOORE, CLERK
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE, LOUISIANA UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE-OPELOUSAS DIVISION

In re: Stone Energy Corp. Securities	Civil Action 05-2088
Litigation

Judge Tucker L. Melançon

Magistrate Judge Hanna

ORDER AND FINAL JUDGMENT

     WHEREAS, a consolidated class action is pending in this Court, captioned In re Stone Energy Corp. Securities Litigation, Civil Action No. 6:05-CV-2088 (LEAD) (the “Action”); and

     WHEREAS, this matter came before the Court for hearing pursuant to the Order Preliminarily Approving Settlement dated January 14, 2010 (the “Preliminary Approval Order”), on the application of the parties for approval of the Settlement set forth in the Stipulation of Settlement dated January 11, 2010 (the “Stipulation”) entered into by lead plaintiff, the City of Knoxville Employees’ Pension System (the “Lead Plaintiff), on behalf of itself and the Class (as defined herein), and defendants Stone Energy Corporation (“Stone Energy” or the “Company”), D. Peter Canty, David H. Welch, James H. Prince and Kenneth H. Beer (collectively, the “Defendants” and, together with Lead Plaintiff, the “Parties”), by and through their respective counsel; and

     WHEREAS, due and adequate notice having been given to the Class, which was preliminarily certified by the Court for settlement purposes, as required in the Preliminary Approval Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed and good cause appearing therefore;

     IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

     1. This Order and Final Judgment (the “Judgment”) incorporates by reference the definitions in the Stipulation and all terms used herein shall have the same meanings as set forth in the Stipulation.

     2. This Court has jurisdiction over the subject matter of the Action, and over all Parties to the Action, including all members of the Class.

     3. The Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Expenses and Settlement Fairness Hearing (“Notice”) has been given to the Class (as defined hereinafter), pursuant to and in the manner directed by the Preliminary Approval Order, proof of the mailing of the Notice was filed with the Court by Co-Lead Counsel, and a full opportunity to be heard has been offered to all Parties, the Class, and persons and entities in interest. The form and manner of the Notice is hereby determined to have been the best notice practicable under the circumstances and to have been given in full compliance with each of the requirements of Fed. R. Civ. P. 23, and it is further determined that all members of the Class are bound by the Judgment herein.

     4. Each of the provisions of Fed. R. Civ. P. 23 has been satisfied and the Action has been properly maintained according to the provisions of Rules 23(a) and 23(b)(3). Specifically, this Court finds, for purposes of settlement only, that (a) the Class is so numerous that joinder of all members is impracticable; (b) there are questions of law and fact common to the Class; (c) the claims of Lead Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and its counsel have fairly and adequately protected the interests of the Class; (e) the questions of law and fact common to members of the Class predominate over any questions affecting only individual members of the Class; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy.

2

     5. The Action is hereby certified as a class action for purposes of settlement only pursuant to Fed. R. Civ. P. 23(a) and 23(b)(3), on behalf of a class composed of all persons and entities who purchased or otherwise acquired shares of the common stock of Stone Energy Corporation between May 2, 2001, up to and including March 10, 2006, and who were damaged thereby. Excluded from the Class are Defendants, the officers, directors and senior executives (Vice President and higher) of the Company, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest.¹

     6. The Settlement, and all transactions preparatory or incident thereto, is found to be fair, reasonable, adequate, and in the best interests of the Class, and it is hereby approved. The Parties to the Stipulation are hereby authorized and directed to comply with and to consummate the Settlement in accordance with its terms and provisions; and the Clerk of this Court is directed to enter and docket this Judgment in the Action.

     7. The Action and all claims included therein, as well as all of the Released Claims (defined in the Stipulation and in Paragraph 8(b) below) are dismissed with prejudice as to Lead Plaintiff and the other members of the Class, and as against each and all of the Released Persons (defined in the Stipulation and in Paragraph 8(a) below). The Parties are to bear their own costs, except as otherwise provided in the Stipulation.

     8. As used in this Judgment, the terms “Released Persons,” “Released Claims,” “Settled Parties’ Claims,” and “Unknown Claims” shall have the meanings as provided in the Stipulation, and specified below:

¹ Pursuant to the Court’s Order granting in part Defendants’ motions to dismiss, purchasers of shares of Stone Energy common stock that were sold prior to October 6, 2005, are not included in the Class based on those purchases.

3

          (a) “Released Persons” means the Company and the Individual Defendants, their agents and attorneys and the Company’s current and former officers, directors, employees, insurers and reinsurers.

          (b) “Released Claims” means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever, whether based on federal, state, common or foreign law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, and/or individual in nature, including both known claims and Unknown Claims (as defined herein), (i) that have been asserted in the operative Complaint against any of the Released Persons, or (ii) that could have been asserted in any forum by Lead Plaintiff and/or Class Members or any of them against any of the Released Persons which arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the operative Complaint and which relate to the purchase or acquisition of the common stock of Stone Energy between May 2, 2001, up to and including March 10, 2006. Notwithstanding the foregoing, the term “Released Claims” does not include any claims asserted in a derivative or ERISA action based on similar allegations, including but not limited to In re Stone Energy Corporation Shareholder Derivative Litigation, No. 05-CV-2166 (W.D. La.) and Gregory Sakhno v. Stone Energy, et al., No. 2006-0505 (15th Judicial District Court, Parish of Louisiana).

          (c) “Settled Parties’ Claims” means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever, whether based on federal, state, foreign or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class and/or

4

individual in nature, including both known claims and Unknown Claims (as defined herein), that have been or could have been asserted in the Action or any forum by the Released Persons or any of them or the successors and assigns of any of them against the Lead Plaintiff, any Class Member or their attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of the Action (except for claims to enforce the Settlement).

          (d) “Unknown Claims” means any and all Released Claims that Lead Plaintiff and/or Class Members do not know or suspect to exist in his, her or its favor as of the Effective Date and any Settled Parties’ Claims that any Released Person does not know or suspect to exist in his, her or its favor as of the Effective Date, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Released Claims and Settled Parties’ Claims, the Parties stipulate and agree that upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and each Class Member and Released Person shall be deemed to have waived, and by operation of the Judgment shall expressly have waived, any and all provisions, rights and benefits conferred by any law of any state of the United States, or principle of common law or otherwise, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff and Defendants acknowledge, and Class Members and Released Persons by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Settled Parties’ Claims was separately bargained for and was a key element of the Settlement.

5

     9. Upon the Effective Date of this Settlement, Lead Plaintiff and members of the Class, on behalf of themselves and each of their heirs, executors, administrators, successors and assigns, shall, with respect to each and every Released Claim, release and forever discharge, and shall forever be enjoined from prosecuting, any Released Claims against any of the Released Persons.

     10. Upon the Effective Date of this Settlement, each of the Released Persons, on behalf of themselves and each of their heirs, executors, administrators, successors and assigns, shall, with respect to each and every Settled Parties’ Claim, release and forever discharge, and shall forever be enjoined from prosecuting any of the Settled Parties’ Claims.

     11. The Stipulation and all negotiations, statements, and proceedings in connection herewith shall not, in any event, be construed or deemed to be evidence of an admission or concession on the part of the Lead Plaintiff, any Defendant, any member of the Class, or any other Person, of any liability or wrongdoing by them, or any of them, and shall not be offered or received in evidence in any action or proceeding (except an action to enforce this Stipulation and settlement contemplated hereby), or be used in any way as an admission, concession, or evidence of any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, an admission or concession that the Lead Plaintiff, any member of the Class, or any other Person, has or has not suffered any damage.

     12. The Court finds that all Parties and their counsel have complied with each requirement of the Private Securities Litigation Reform Act of 1995 and Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

     13. Only those Class Members filing valid Proof of Claim and Release forms (“Proofs of Claim”) shall be entitled to participate in the Settlement and receive a distribution from the

6

Settlement Fund. The Proof of Claim to be executed by the Class Members shall further release all Released Claims against the Released Persons. All Class Members shall, as of the Effective Date, be bound by the releases set forth herein whether or not they submit a valid and timely Proof of Claim.

     14. No Authorized Claimant shall have any claim against Co-Lead Counsel, Liaison Counsel, the Claims Administrator, or other agent designated by Co-Lead Counsel based on the distributions made substantially in accordance with the Settlement and Plan of Allocation as approved by the Court and further orders of the Court. No Authorized Claimant shall have any claim against the Defendants, Defendants’ Counsel, or any of the Released Person with respect to the investment or distribution of the Net Settlement Fund, the determination, administration, calculation or payment of claims, the administration of the escrow account, or any losses incurred in connection therewith, the Plan of Allocation, or the giving of notice to Class Members.

     15. Any order approving or modifying the Plan of Allocation set forth in the Notice or the application for attorneys’ fees and expenses shall not disturb or affect the finality of this Judgment, the Stipulation or the Settlement contained therein.

     16. Without affecting the finality of this Judgment in any way, the Court reserves exclusive and continuing jurisdiction over the Action, the Lead Plaintiff, the Class, and the Released Persons for the purposes of: (1) supervising the implementation, enforcement, construction, and interpretation of the Stipulation, the Plan of Allocation, and this Judgment; (2) hearing and determining any application by Co-Lead Counsel for an award of attorneys’ fees and expenses if such determination is not made at the final hearing; and (3) supervising the distribution of the Settlement Fund.

7

     17. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation or in the event that the Settlement Fund, or any portion thereof, is returned to the Defendants, then this Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and in accordance with the Stipulation.

     18. There is no reason for delay in the entry of this Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure.

     IT IS SO ORDERED, this 23rd day of March 2010.

/s/ Tucker L. Melançon  

THE HONORABLE TUCKER L. MELANÇON 

UNITED STATES DISTRICT JUDGE 

8