STONE ENERGY CORPORATION | ||||
(Exact name of registrant as specified in its charter) |
Delaware | 72-1235413 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
625 E. Kaliste Saloom Road Lafayette, Louisiana | 70508 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan | ||||
(As Amended and Restated December 17, 2015) | ||||
(Full title of the plan) |
Lisa S. Jaubert | ||||
Senior Vice President, General Counsel and Secretary | ||||
Stone Energy Corporation | ||||
625 E. Kaliste Saloom Road | ||||
Lafayette, Louisiana 70508 | ||||
(337) 237-0410 | ||||
(Name, address and telephone number of agent for service) |
Large accelerated filer x | Accelerated filer ¨ | |||||
Non-accelerated filer ¨ | Smaller Reporting Company ¨ |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee (3) |
Common Stock, $0.01 par value per share | 49,500 shares | $12.665 | $626,918 | $64 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock (defined below) as may become issuable pursuant to the adjustment provisions of the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015), as amended from time to time (the “Plan”). | |
(2) | The proposed maximum offering price per share and proposed maximum aggregate offering price for the 49,500 shares of Common Stock being registered hereby have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based on a price of $12.665, which is the average of the high and low trading prices per share of Common Stock as quoted on the New York Stock Exchange on September 9, 2016. | |
(3) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of an additional 49,500 shares of Common Stock under the Plan. |
By: | /s/ Lisa S. Jaubert | ||
Lisa S. Jaubert | |||
Senior Vice President, General Counsel and Secretary |
Signature | Title | Date | |||||
/s/ David H. Welch | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | September 12, 2016 | |||||
David H. Welch | |||||||
/s/ Kenneth H. Beer | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | September 12, 2016 | |||||
Kenneth H. Beer | |||||||
/s/ Karl D. Meche | Director of Accounting and Treasurer (Principal Accounting Officer) | September 12, 2016 | |||||
Karl D. Meche | |||||||
/s/ George R. Christmas | Director | September 12, 2016 | |||||
George R. Christmas | |||||||
/s/ B.J. Duplantis | Director | September 12, 2016 | |||||
B.J. Duplantis | |||||||
/s/ Peter D. Kinnear | Director | September 14, 2016 | |||||
Peter D. Kinnear | |||||||
/s/ David T. Lawrence | Director | September 13, 2016 | |||||
David T. Lawrence | |||||||
/s/ Robert S. Murley | Director | September 13, 2016 | |||||
Robert S. Murley | |||||||
/s/ Richard A. Pattarozzi | Director | September 13, 2016 | |||||
Richard A. Pattarozzi | |||||||
/s/ Donald E. Powell | Director | September 12, 2016 | |||||
Donald E. Powell | |||||||
/s/ Kay G. Priestly | Director | September 12, 2016 | |||||
Kay G. Priestly | |||||||
/s/ Phyllis M. Taylor | Director | September 14, 2016 | |||||
Phyllis M. Taylor | |||||||
Exhibit Number | Description | |||
4.1 | Certificate of Incorporation of Stone Energy Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-12074)). | |||
4.2 | Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 20, 2016 (File No. 001-12074)). | |||
4.3 | Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 13, 2016 (File No. 001-12074)). | |||
4.4 | Amended & Restated Bylaws of Stone Energy Corporation, dated December 19, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-12074)). | |||
4.5 | Second Supplemental Indenture, dated January 26, 2010, among Stone Energy Corporation, Stone Energy Offshore, L.L.C., and The Bank of New York Mellon Trust Company, N.A., successor to JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 29, 2010 (File No. 001-12074)). | |||
4.6 | Senior Indenture, dated January 26, 2010, among Stone Energy Corporation, Stone Energy Offshore, L.L.C., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 29, 2010 (File No. 001-12074)). | |||
4.7 | First Supplemental Indenture, dated January 26, 2010, among Stone Energy Corporation, Stone Energy Offshore, L.L.C., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 29, 2010 (File No. 001-12074)). | |||
4.8 | Indenture related to the 1 ¾% Senior Convertible Notes due 2017, dated as of March 6, 2012, among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of 1 ¾% Senior Convertible Senior Note due 2017) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission March 6, 2012 (File No. 001-12074)). | |||
4.9 | Second Supplemental Indenture, dated as of November 8, 2012, to the Indenture, dated as of January 26, 2010, among Stone Energy Corporation, Stone Energy Offshore, L.L.C., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 8, 2012 (File No. 001-12074)). | |||
4.10 | Third Supplemental Indenture, dated as of November 26, 2013, to the Indenture, dated as of January 26, 2010, among Stone Energy Corporation, Stone Energy Offshore, L.L.C., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 27, 2013 (File No. 001-12074)). | |||
4.11 | First Supplemental Indenture and Guarantee, dated as of May 7, 2015, among SEO A LLC, SEO B LLC, Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-12074)). |
4.12 | Fourth Supplemental Indenture and Guarantee, dated as of May 7, 2015, among SEO A LLC, SEO B LLC, Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-12074)). | |||
4.13 | Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-12074)). | |||
4.14 | First Amendment to the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 20, 2016 (File No. 001-12074)). | |||
4.15 | Second Amendment to Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-12074)). | |||
4.16 | Stone Energy Corporation 2016 Performance Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 001-12074)). | |||
5.1* | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | |||
23.1* | Consent of Independent Registered Public Accounting Firm. | |||
23.2* | Consent of Netherland, Sewell & Associates, Inc. | |||
23.3* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). | |||
24.1* | Powers of Attorney (included on the signature page of this Registration Statement). | |||
*filed herewith |