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): June 25, 2012
GeoResources, Inc.
(Exact name of registrant as specified in its charter)
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COLORADO
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0-8041
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84-0505444
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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110 Cypress Station Drive, Suite 220
Houston, Texas
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77090
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(Address of principal executive offices)
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(Zip Code)
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(281) 537-9920
(Registrants 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS
On June 25, 2012, GeoResources, Inc. (the Registrant) sent correspondence and notice of anticipated corporate event (the Notice) to holders of warrants to purchase common
stock of the Registrant. The Notice relates to the Agreement and Plan of Merger, dated April 24, 2012 (the Merger Agreement), among Halcón Resources Corporation (Halcón), Leopard Sub I, Inc., Leopard Sub
II, LLC and the Registrant. A copy of the Notice is filed with this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.
Cautionary Statement for
Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
This Current Report on Form
8-K, and the documents incorporated herein by reference, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as expects, believes, intends,
anticipates, plans, estimates, potential, possible, or probable or statements that certain actions, events or results may, will, should, or
could be taken, occur or be achieved. The forward-looking statements include statements about future operations, estimates of reserve and production volumes and the anticipated timing for closing the proposed merger. Forward-looking
statements are based on current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are
appropriate under the circumstances. However, whether actual results and developments will conform with expectations is subject to a number of risks and uncertainties, including but not limited to: the possibility that the companies may be unable to
obtain shareholder or other approvals required for the transaction or satisfy the other conditions to closing; that problems may arise in the integration of the businesses of the two companies; that the anticipated merger may involve unexpected
costs; the risks of the oil and gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits; the uncertainty of reserve
estimates; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and
environmental risks and risks related to weather such as hurricanes and other natural disasters); uncertainties as to the availability and cost of financing; fluctuations in oil and gas prices; inability to integrate and realize expected value from
acquisitions on a timely basis, inability of management to execute its plans to meet its goals, shortages of drilling equipment, oil field personnel and services, unavailability of gathering systems, pipelines and processing facilities and the
possibility that government policies may change or governmental approvals may be delayed or withheld. The Registrants annual report on Form 10-K (as amended by Amendment No. 1 on Form 10-K/A) for the year ended December 31, 2011 and
Halcóns annual report on Form 10-K for the year ended December 31, 2011, recent current reports on Form 8-K, and other Securities and Exchange Commission (SEC) filings discuss some of the important risk factors
identified that may affect the business, results of operations and financial condition of both companies. The Registrant and Halcón undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction between the Registrant and Halcón, Halcón filed with the SEC on June 25, 2012 an amendment to the registration statement on Form S-4 (Reg.
No. 333-181537) that includes a preliminary joint proxy statement of the Registrant and Halcón that also constitutes a prospectus of Halcón. This communication is not a substitute for the joint proxy statement/prospectus or any
other document that the Registrant or Halcón may file with the SEC or send to their stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
FORM S-4, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN AND OTHER RELEVANT DOCUMENTS LATER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REGISTRANT AND HALCÓN. You
may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by the Registrant and Halcón with the SEC at the SECs website at www.sec.gov. You may also obtain these documents by contacting the
Registrant at GeoResources, Inc., Attention: Investor Relations, 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, (281) 377-9716.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Participants in Solicitation
The Registrant, Halcón and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Registrant and
Halcón in respect of the proposed transaction. Information regarding the Registrants directors and executive officers is available in its Amendment No. 1 on Form 10-K/A to its annual report on Form 10-K for the year ended
December 31, 2011, which was filed with the SEC on April 30, 2012, and information regarding Halcóns directors and executive officers is available in its annual report on Form 10-K for the year ended December 31, 2011,
which was filed with the SEC on March 5, 2012, and its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 12, 2012. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Investors should
read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Registrant using the sources indicated above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following
exhibit is filed with this Current Report on Form 8-K:
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Exhibit No.
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Description
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99.1
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Notice to warrant holders.
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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 hereunto duly authorized.
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GEORESOURCES, INC.
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By:
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/s/ Frank A. Lodzinski
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Name:
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Frank A. Lodzinski
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Date: June 25, 2012
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Notice to warrant holders
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