UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 20, 2007
GULFPORT ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-19514 | 73-1521290 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 14313 North May Avenue, Suite 100, Oklahoma City, Oklahoma |
73134 | |
| (Address of principal executive offices) | (Zip code) |
(405) 848-8807
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 1.01. | Entry into a Material Definitive Agreement. |
On July 20, 2007, Gulfport Energy Corporation (the “Company”) and a stockholder entered into an Underwriting Agreement with Johnson Rice & Company L.L.C. relating to the public offering of 1,000,000 shares of the Company’s common stock at a public offering price of $22.00 per share. Pursuant to the Underwriting Agreement, a stockholder granted the underwriter a 30-day option to purchase up to an additional 150,000 shares of the Company’s common stock at the public offering price less the underwriting discount. The Company will not receive any proceeds from the sale of shares by the selling stockholder. The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-143659) filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2007, as amended on July 16, 2007, and a prospectus, which consists of a base prospectus and a prospectus supplement filed with the SEC on July 24, 2007. The offering is expected to close on July 25, 2007, subject to customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the contents thereof are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On July 20, 2007, the Company issued a press release announcing the pricing of the underwritten public offering of the shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 1.1 |
Underwriting Agreement dated July 20, 2007 among Gulfport Energy Corporation, Johnson Rice & Company L.L.C. and the selling stockholder party thereto. | |
| 99.1 |
Press release dated July 20, 2007 entitled “Gulfport Energy Corporation Announces Pricing of Secondary Public Offering of Common Stock.” | |
SIGNATURE
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 thereunto duly authorized.
| GULFPORT ENERGY CORPORATION | ||||||
| Date: July 24, 2007 | By: | /s/ MICHAEL G. MOORE | ||||
| Michael G. Moore | ||||||
| Chief Financial Officer | ||||||
Exhibit Index
| Exhibit |
Description | |
| 1.1 |
Underwriting Agreement dated July 20, 2007 among Gulfport Energy Corporation, Johnson Rice & Company L.L.C. and the selling stockholder party thereto. | |
| 99.1 |
Press release dated July 20, 2007 entitled “Gulfport Energy Corporation Announces Pricing of Secondary Public Offering of Common Stock.” | |