Form 8-K MAGELLAN PETROLEUM CORP For: Jul 10
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E-mailUNITED 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
Date of Report (Date of earliest event reported): July 10, 2015 (July 10, 2015)
Magellan Petroleum Corporation |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
001-5507 | 06-0842255 | |
(Commission File Number) | (IRS Employer Identification No.) | |
1775 Sherman Street, Suite 1950, Denver, CO | 80203 | |
(Address of principal executive offices) | (Zip Code) | |
(720) 484-2400 | ||
(Registrant’s telephone number, including area code) | ||
(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.): | ||
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 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 10, 2015, Magellan Petroleum Corporation (the “Company”) filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-8 reverse stock split of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 5:00 p.m. (Delaware time) on July 10, 2015 (the “Reverse Stock Split”). As reported below under Item 5.07 of this Current Report on Form 8-K, the Company held a special meeting of stockholders on July 10, 2015, at which meeting the Company’s stockholders, by an affirmative vote of the majority of the Company’s outstanding shares of capital stock, approved the amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse split of the Common Stock at a ratio determined by the Company’s Board of Directors (the “Board”) within a range of not less than one-for-three shares (1:3) and not greater than one-for-ten shares (1:10), without reducing the authorized number of shares of Common Stock. The Board in turn determined to effect the Reverse Stock Split at a ratio of one-for-eight shares (1:8), and approved the corresponding final form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every eight shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be paid in cash in a proportionate amount based on the average closing price of the Common Stock as reported by The NASDAQ Capital Market for the five trading days immediately preceding the date of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 45.7 million shares to approximately 5.7 million shares, subject to adjustment for the payment of cash in lieu of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 300 million shares.
Pursuant to the terms of the Certificate of Designations of Series A Convertible Preferred Stock, as amended, for the issued and outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), the conversion price at which shares of Series A Preferred Stock may be converted into shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s 2012 Omnibus Incentive Compensation Plan.
The Common Stock will begin trading on a reverse stock split-adjusted basis on The NASDAQ Capital Market on July 13, 2015. The trading symbol for the Common Stock will remain “MPET.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 559091608.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 10, 2015, the Company held a special meeting of stockholders (the “Special Meeting”) in Denver, Colorado. At the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results are as follows:
For | Against | Abstain | Broker Non-Votes | |
Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock of a ratio determined by the Board within a specific range, without reducing the authorized number of shares of the Common Stock. | 58,691,804 | 1,979,866 | 117,327 | — |
Approval of the adjournment or postponement of the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the above proposal. | 58,018,432 | 2,383,038 | 387,527 | — |
Item 7.01 Regulation FD Disclosure.
On July 10, 2015, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1.
The above information (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished as part of this report:
Exhibit
No. Description
3.1* | Certificate of Amendment of Restated Certificate of Incorporation as filed on July 10, 2015 with the State of Delaware. |
99.1** Company press release dated July 10, 2015.
* Filed herewith.
** Furnished herewith.
SIGNATURES
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 hereunto duly authorized.
MAGELLAN PETROLEUM CORPORATION | ||
July 10, 2015 | By: | /s/ J. Thomas Wilson |
John Thomas Wilson, President and Chief Executive Officer | ||
(as Principal Executive Officer) | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
MAGELLAN PETROLEUM CORPORATION
Magellan Petroleum Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Restated Certificate of Incorporation (this “Amendment”) to combine each eight (8) shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), either issued and outstanding or held by the Corporation as treasury stock, into one (1) share of Common Stock; and (ii) declaring this Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Corporation’s Restated Certificate of Incorporation, as previously amended (the “Certificate of Incorporation”) and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of the Corporation.
SECOND: That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.
THIRD: Effective at 5:00 p.m. (Delaware time) on the date of the filing of this Amendment with the Secretary of State of the State of Delaware (with such time on such date being the “Effective Time”), the Certificate of Incorporation shall be amended by amending the Article thereof numbered “FOURTH” to insert the following at the end thereof:
“(d) Effective at 5:00 p.m. (Delaware time) on the date of the filing of the Certificate of Amendment of Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware to insert the following provisions to the Restated Certificate of Incorporation (the “Effective Time”), each eight (8) shares of Common Stock either issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, in lieu of receiving any such fractional share, the holder (other than with respect to shares of Common Stock held by the Corporation as treasury stock) otherwise entitled to such fraction will receive a sum in cash equal to the fraction multiplied by the fair market value per share of the Common Stock as determined in a reasonable manner by the Board of Directors. Upon surrender by a holder of a certificate or certificates for Common Stock, duly endorsed, at the office of the Corporation (or, if lost, an acceptable affidavit of loss is delivered to the Corporation), the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the
nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Restated Certificate of Incorporation to be signed by the Secretary of the Corporation on July 10, 2015.
MAGELLAN PETROLEUM CORPORATION
By: /s/ Antoine J. Lafargue
Name: Antoine J. Lafargue
Title: Senior Vice President - Chief Financial Officer,
Treasurer, and Corporate Secretary
Exhibit 99.1
Magellan Announces 1-for-8 Reverse Stock Split
DENVER, July 10, 2015 /Marketwired/ -- Magellan Petroleum Corporation (NASDAQ: MPET) ("Magellan" or the "Company") today announced that it will effect a 1-for-8 reverse stock split of its common stock. At a special meeting of the Company’s stockholders held earlier today, the stockholders approved an amendment to the Company’s certificate of incorporation to effect the reverse stock split at a ratio determined by the Company’s Board of Directors within a ratio of not less than 1-for-3 and not greater than 1-for-10. The Board approved the implementation of a reverse stock split and determined the appropriate reverse stock split ratio to be 1-for-8. The 1-for-8 reverse stock split will be effective as of the close of business on July 10, 2015, and the Company’s common stock will begin trading on a split-adjusted basis on Monday, July 13, 2015.
The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 45.7 million shares to approximately 5.7 million shares. Proportionate adjustments will be made to the conversion price of the shares of the Company’s Series A Convertible Preferred Stock currently outstanding, the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of authorized shares of common stock reserved for future issuance under the Company’s 2012 Omnibus Incentive Compensation Plan. The number of authorized shares of the Company’s common stock will remain 300 million shares.
The reverse stock split is intended to increase the market price per share of the Company’s common stock to allow the Company to maintain the listing of its common stock on The NASDAQ Capital Market. The Company’s common stock will continue to trade on The NASDAQ Capital Market under the symbol “MPET.” A new CUSIP number of 559091608 has been assigned to the common stock in connection with the reverse stock split.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each eight shares of the Company’s common stock issued and outstanding and each eight shares of the Company’s common stock held by the Company as treasury stock will be automatically combined and converted into one share of common stock, par value $0.01 per share. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be paid in cash in a proportionate amount based on the average closing price of the common stock as reported by The NASDAQ Capital Market for the five trading days immediately preceding the date of the reverse stock split.
The Company’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., will act as exchange agent for the reverse stock split, and will provide stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the effective date with a letter of transmittal providing instructions for the exchange of stock certificates for post-split shares. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split
shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the broker’s or nominee’s particular procedures for processing the reverse stock split, and will not be required to take any action in connection with the reverse stock split. Broadridge Corporate Issuer Solutions, Inc. can be contacted at (866) 321-8106.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 8, 2015, a copy of which is available at www.sec.gov and at www.magellanpetroleum.com under the SEC Filings tab located on the Investor Relations page.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words "expect", "intend", "plan", “will”, and similar expressions are intended to identify forward-looking statements. These statements about the Company may relate to its businesses and prospects, the value of its common stock, and other matters that involve a number of risks and uncertainties that may cause actual results to differ materially from expectations. Among these risks and uncertainties are the following: the uncertain nature of the expected impact of the reverse stock split on the future market price of the Company’s common stock and the Company’s ability to maintain the listing of its common stock on The NASDAQ Capital Market; risks and uncertainties associated with our CO2-EOR projects in the Rocky Mountain region; uncertainties regarding our ability to maintain sufficient liquidity and capital resources to implement our projects; the uncertain nature of the anticipated value and underlying prospects of our UK acreage position and Australian exploration block; and other matters discussed in the "Risk Factors" sections of the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Any forward-looking information provided in this press release should be considered with these factors in mind. The Company assumes no obligation to update any forward-looking statements contained in this press release, whether as a result of new information, future events, or otherwise, except as required by securities laws.
ABOUT MAGELLAN
Magellan Petroleum Corporation is an independent oil and gas exploration and production company focused on the development of CO2-EOR projects in the Rocky Mountain region. Historically active internationally, Magellan also owns significant exploration acreage in the Weald Basin, onshore UK, and an exploration block, NT/P82, in the Bonaparte Basin, offshore Northern Territory, Australia, which the Company currently plans to farmout. Our strategy is to enhance shareholder value by maximizing the value of our CO2-EOR business and our international projects. We are committed to efficiently investing financial, technical, and management capital in our projects in order to achieve the greatest risk-adjusted value and returns for our shareholders. Magellan routinely posts important information about the Company on its website at www.magellanpetroleum.com.
For further information, please contact:
Antoine Lafargue
Senior Vice President - CFO, Treasurer, and Corporate Secretary
720.484.2404
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