UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2012
HALCÓN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35467 | 20-0700684 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1000 Louisiana St., Suite 6700 Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (832) 538-0300
(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:
| ¨ | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of October 31, 2012, the board of directors of Halcón Resources Corporation (the “Company”) approved the amendment and restatement of the Company’s Bylaws to increase the size of the board of directors of the Company from eleven to fifteen members. This amendment was made in anticipation of adding new members to the board of directors in connection with the transactions contemplated by the purchase agreement with Petro-Hunt, L.L.C. and the stock purchase agreement with CPP Investment Board PMI-2 Inc. previously announced by the Company in the Form 8-K filed with the Securities and Exchange Commission on October 22, 2012. The Company’s Bylaws were also amended (i) to modernize the requirements for providing notice to members of the board of directors and (ii) to incorporate other minor revisions therein.
The foregoing description of the Fourth Amended and Restated Bylaws is qualified in its entirety by reference to the full text of such document which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Fourth Amended and Restated Bylaws of Halcón Resources Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HALCÓN RESOURCES CORPORATION | ||||
| November 6, 2012 | By: | /s/ Mark J. Mize | ||
| Name: | Mark J. Mize | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Fourth Amended and Restated Bylaws of Halcón Resources Corporation. |