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
May 7, 2014
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 Roa d | ||
| Lafayette, Louisiana | 70508 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(337) 237-0410
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 7.01. | Regulation FD Disclosure. |
On May 7, 2014, we issued a press release announcing that we had commenced a registered underwritten public offering of 5,000,000 shares of our common stock. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| 99.1 | Press release dated May 7, 2014, “Stone Energy Corporation Announces Public Offering of 5,000,000 Shares of Common Stock.” |
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: May 7, 2014 | By: | /s/ J. Kent Pierret | ||||||
| J. Kent Pierret Senior Vice President, Chief Accounting Officer and Treasurer |
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 7, 2014, “Stone Energy Corporation Announces Public Offering of 5,000,000 Shares of Common Stock.” | |
Exhibit 99.1
STONE ENERGY CORPORATION
Announces Public Offering of 5,000,000 Shares of Common Stock
LAFAYETTE, LA. May 7, 2014
Stone Energy Corporation (NYSE: SGY) today announced that it has commenced a registered underwritten public offering of 5,000,000 shares of its common stock. Stone intends to grant the underwriters a 30-day option to purchase 750,000 additional shares of common stock. Stone intends to use the net proceeds from the offering for general corporate purposes, which may include potential development of the Amethyst discovery, potential drilling of a second well at Cardona South, potential Utica Shale development and the acquisition of additional Appalachian acreage.
Barclays Capital Inc. is acting as the sole book-running manager of the offering. The offering will be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained free of charge on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov or from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (888) 603-5847 or by e-mailing Barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the shares of common stock or any other securities, nor shall there be any sale of the shares of common stock or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The common stock will be offered pursuant to an effective registration statement filed with the SEC and a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward Looking Statement
Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including the proposed public offering and use of proceeds, future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.
Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston, Texas and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration and development of properties in the Deep Water Gulf of Mexico, Appalachia and the onshore and offshore Gulf Coast. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.