As filed with the Securities and Exchange Commission on May 8, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HALCÓN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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20-0700684 |
(State of Incorporation) |
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(IRS Employer Identification No.) |
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1000 Louisiana St., Suite 6700 Houston, Texas |
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77002 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Halcón Resources Corporation
First Amended and Restated 2012 Long-Term Incentive Plan
(Full title of the plan)
David S. Elkouri
Executive Vice President, Corporate Strategy and Chief Legal Officer
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, Texas 77002
(832) 538-0300
(Name, address and telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
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Amount to be registered (1)(2) |
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Proposed maximum offering price per share (3) |
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Proposed maximum aggregate offering price (3) |
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Amount of registration fee |
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Common Stock, $0.0001 par value per share |
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40,000,000 shares |
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1.36 |
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54,400,000 |
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6,321.28 |
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(1) Registrant is registering an additional 40,000,000 shares under the Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan, as amended (the 2012 Plan), pursuant to this Registration Statement.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also include such additional indeterminate number of shares of common stock as may become issuable under the 2012 Plan as a result of stock splits, stock dividends, recapitalizations or similar transactions.
(3) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the common stock of Registrant reported on the New York Stock Exchange for May 7, 2015.
REGISTRATION OF ADDITIONAL SECURITIES
Halcón Resources Corporation (Halcón, we, us or our) is filing this Registration Statement with the U.S. Securities and Exchange Commission (the Commission) for the purpose of registering 40,000,000 additional shares of our common stock, par value $0.0001 per share, for issuance under the 2012 Plan. Pursuant to General Instruction E to Form S-8, the contents of Halcóns earlier Registration Statements relating to the 2012 Plan, including Registration No. 333-188948 filed with the Commission on May 30, 2013, Registration No. 333-183559 filed with the Commission on August 27, 2012, Registration No. 333-180099 filed with the Commission on March 14, 2012, Registration No. 333-166893 filed with the Commission on May 17, 2010, Registration No. 333-151428 filed with the Commission on June 5, 2008, Registration No. 333-137311 filed with the Commission on September 14, 2006 and Registration No. 333-135853 filed with the Commission on July 19, 2006, are hereby incorporated by reference, except to the extent otherwise updated or modified by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the 2012 Plan covered by this Registration Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Halcón with the Commission are incorporated by reference into this Registration Statement:
· our Annual Report on Form 10-K, as amended by the Annual Report on Form 10K/A, for the year ended December 31, 2014;
· our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015;
· our Current Reports on Form 8-K as filed with the Commission on January 14, 2015, February 25, 2015, March 10, 2015, March 18, 2015, March 20, 2015, April 9, 2015, April 16, 2015, April 21, 2015, April 23, 2015, April 24, 2015, May 4, 2015 and May 7, 2015; and
· the description of our common stock set forth in our registration statement filed on Form 8-A on March 21, 2012, including any amendment or report filed for the purpose of updating such registration statement.
All documents filed by Halcón with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (excluding any information deemed furnished and not filed pursuant to Item 2.02 or Item 7.01 of any current report on Form 8-K) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Seventh of our amended and restated certificate of incorporation, as amended, and Article VII of our amended and restated bylaws provide for indemnification of our officers and directors, as well as our employees and agents, to the extent authorized by the Delaware General Corporation Law (DGCL). Pursuant to Section 145 of the DGCL, we generally have the power to indemnify our current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any charter provision, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to actions in such persons official capacity and as to action in another capacity while holding such office.
We also have the power to purchase and maintain insurance for such directors and officers. Section 145 of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him.
We have also entered into individual indemnification agreements with our directors and executive officers. These agreements indemnify those directors and officers to the fullest extent permitted by law against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of Halcón.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index on the page immediately following the signature page hereto, which is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 8, 2015.
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HALCÓN RESOURCES CORPORATION |
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By: |
/s/ Floyd C. Wilson |
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Floyd C. Wilson |
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Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Floyd C. Wilson and Mark J. Mize, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on May 8, 2015.
Signature |
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Title |
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/s/ Floyd C. Wilson |
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Chairman of the Board, Director and Chief Executive Officer |
Floyd C. Wilson |
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(Principal Executive Officer) |
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/s/ Mark J. Mize |
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Executive Vice President, Chief Financial Officer and Treasurer |
Mark J. Mize |
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(Principal Financial Officer) |
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/s/ Joseph S. Rinando, III |
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Senior Vice President, Chief Accounting Officer and Controller |
Joseph S. Rinando, III |
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(Principal Accounting Officer) |
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/s/ Tucker S. Bridwell |
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Director |
Tucker S. Bridwell |
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/s/ James W. Christmas |
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Director |
James W. Christmas |
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/s/ Thomas R. Fuller |
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Director |
Thomas R. Fuller |
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/s/ Kevin E. Godwin |
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Director |
Kevin E. Godwin |
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/s/ David B. Miller |
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Director |
David B. Miller |
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/s/ Daniel A. Rioux |
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Director |
Daniel A. Rioux |
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/s/ Michael A. Vlasic |
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Director |
Michael A. Vlasic |
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/s/ Mark A. Welsh IV |
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Director |
Mark A. Welsh IV |
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INDEX TO EXHIBITS
Exhibit No. |
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Description |
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5.1* |
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Opinion of Mayer Brown LLP |
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10.1 |
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Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan (filed as Exhibit 10.1 to registrants Current Report on Form 8-K filed March 4, 2013, incorporated herein by reference) |
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10.2 |
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Amendment No. 1 to Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan (filed as Exhibit 10.1 to registrants Current Report on Form 8-K filed May 29, 2013, incorporated herein by reference) |
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10.3 |
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Amendment No. 2 to Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan (filed as Exhibit 10.1 to registrants Current Report on Form 8-K filed May 7, 2015, incorporated herein by reference) |
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23.1* |
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Consent of Deloitte & Touche LLP |
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23.2* |
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Consent of Netherland Sewell & Associates, Inc. |
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23.3* |
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Consent of Mayer Brown LLP (included in its opinion attached as Exhibit 5.1 hereto) |
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24.1* |
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Power of Attorney (included in Part II as a part of the signature page of the Registration Statement) |
* Filed herewith.
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Exhibit 5.1
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Mayer Brown LLP 700 Louisiana Street Suite 3400 Houston, Texas 77002-2730 |
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May 8, 2015 |
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Main Tel +1 713 238 3000 Main Fax +1 713 238 4888 www.mayerbrown.com |
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, Texas 77002
Re: Halcón Resources Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Halcón Resources Corporation (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of 40,000,000 shares of the Companys common stock, par value $.0001 per share (the Shares), for issuance and sale pursuant to the Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan, as amended (the 2012 Plan). We have participated in the preparation of the Companys Registration Statement on Form S-8 (the Registration Statement), filed on this date with the Securities and Exchange Commission (the Commission), relating to the registration of the Shares under the Securities Act.
In connection with such matters, we have examined originals or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.
For purposes of our opinion, we have assumed (i) the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have also assumed that and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the 2012 Plan. As to any other facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors rights generally and (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that the issuance of the Shares has been duly authorized and, when issued, delivered and fully paid for in accordance with the terms of the Registration Statement and the 2012 Plan, such Shares will be validly issued, fully paid and nonassessable.
This opinion is limited to matters governed by the federal laws of the United States of America and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware).
The opinion and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours, |
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/s/ Mayer Brown LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Halcón Resources Corporation of our report dated February 26, 2015, relating to the consolidated financial statements of Halcón Resources Corporation, and the effectiveness of Halcón Resources Corporations internal control over financial reporting, appearing in the Annual Report on Form 10-K of Halcón Resources Corporation for the year ended December 31, 2014.
/s/ Deloitte & Touche LLP |
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Deloitte & Touche LLP |
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Houston, Texas |
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May 8, 2015 |
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Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 of Halcón Resources Corporation with respect to the information from our firms reserves report dated January 28, 2015, included in the Annual Report on Form 10-K of Halcón Resources Corporation for the fiscal year ended December 31, 2014, as well as in the notes to the financial statements included therein, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering.
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NETHERLAND, SEWELL & ASSOCIATES, INC. |
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By: |
/s/ J. Carter Henson, Jr. |
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J. Carter Henson, Jr., P.E. |
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Senior Vice President |
Houston, Texas
May 8, 2015
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