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 11, 2018

 

GASTAR EXPLORATION INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

DELAWARE

001-35211

38-3531640

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

1331 LAMAR STREET, SUITE 650

HOUSTON, TEXAS

77010

(Address of principal executive offices)

(Zip Code)

 

 

 

(713) 739-1800

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure.

 

On June 11, 2018, Gastar Exploration Inc. (“Gastar” or the “Company”) issued a press release announcing that it has declared a cash dividend on its 8.625% Series A Preferred Stock (“Series A Preferred Stock”) and its 10.75% Series B Preferred Stock (“Series B Preferred Stock”) for June 2018 and that it has elected to suspend the declaration and payment of monthly cash dividends on its Series A Preferred Stock and its Series B Preferred Stock commencing July 2018 to maintain liquidity to support its capital investment program.  A copy of the Company’s press release, dated June 11, 2018, is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.  

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

SECTION 8 - OTHER EVENTS

 

Item 8.01 Other Items.

On June 11, 2018, the Company announced that it has declared a cash dividend on its Series A Preferred Stock and its Series B Preferred Stock for June 2018 and that it has elected to suspend the declaration and payment of monthly cash dividends on its Series A Preferred Stock and its Series B Preferred Stock commencing July 2018 to maintain liquidity to support its capital investment program.  

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

The following is a list of exhibits furnished as part of this Form 8-K:

 

 

 

Exhibit No.

 

Description of Document

 

 

 

99.1

 

Press release dated June 11, 2018 .

 

 

SIGNATURES

 

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.

 

 

Date: June 11, 2018

GASTAR EXPLORATION INC.

 

 

 

 

 

By:

/s/  Michael A. Gerlich

 

 

Michael A. Gerlich

 

 

 

Senior Vice President and Chief Financial Officer