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): November 30, 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. |
On November 30, 2012, Halcón Resources Corporation (the “Company”) filed with the Secretary of State of Delaware a Certificate of Elimination amending the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s 8% Automatically Convertible Preferred Stock (“8% Preferred Stock”). As previously disclosed, all outstanding shares of the 8% Preferred Stock automatically converted into shares of the Company’s common stock on April 17, 2012, and no shares of 8% Preferred Stock were issued and outstanding after that date. The Certificate of Elimination was effective upon filing. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Certificate of Elimination of 8% Automatically Convertible Preferred Stock, dated November 30, 2012. | |
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 | ||||||
| December 4, 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 | Certificate of Elimination of 8% Automatically Convertible Preferred Stock, dated November 30, 2012. | |