Current Report Filing (8-k)

   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest reported event):  August 8, 2014 (July 29, 2014) 

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POSTROCK ENERGY CORPORATION 

(Exact name of registrant as specified in its charter) 

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Commission File No. 001-34635 

 

DELAWARE	27-0981065
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer                     Identification No.)
210 Park Avenue Oklahoma City, Oklahoma (Address of Principal Executive Offices)	73102 (Zip Code)

 

Registrant’s Telephone Number, including Area Code:  [phone] 

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))

   

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Item 1.01Entry into a Material Definitive Agreement.

On August 4, 2014, PostRock Energy Corporation (the “Company”) executed an amendment to each of the following agreements (the “Amendments”): the securities purchase agreement dated December 17, 2012 (the “December Purchase Agreement”) by and among the Company and White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the “Investor”) and the securities purchase agreement dated August 1, 2012 (the “August Purchase Agreement”) by and among the Company and the Investor.  The Amendments, which are effective July 29, 2014, extend the period during which the Company may issue to the Investor warrants for the purchase of shares of common stock in lieu of cash for quarterly dividends with respect to the Series A Cumulative Redeemable Preferred Stock (the “Series A Stock”) from December 31, 2014 to June 30, 2016. 

On August 5, 2014, in connection with the Amendments, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate”) to the Second Amended and Restated Certificate of Designations of the Series A Stock, which Certificate was effective as of such filing date and was approved by both the Board of Directors of the Company and the Investor, being the sole holders of the Company’s outstanding shares of its Series A Stock.  The Certificate extends the period during which dividends on the Series A can accrue from December 31, 2014 to June 30, 2016.

A copy of the Certificate is attached hereto as Exhibit 4.1. 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 1.01 above relating to the Certificate is incorporated into this Item 5.03 by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

The disclosure set forth under Item 1.01 above relating to the Certificate is incorporated into this Item 5.07 by reference.   

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits 

Exhibit No.		Description
4.1		Certificate of Amendment to Second Amended and Restated Certificate of Designations for the Series A Cumulative Redeemable Preferred Stock

   

   

   

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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.

   

  

	POSTROCK ENERGY CORPORATION
	/s/ Stephen L. DeGiusti
	Stephen L. DeGiusti
	Executive Vice President, General Counsel and
	Secretary
Date: August 8, 2014

   

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EXHIBIT 4.1

 

CERTIFICATE OF AMENDMENT

to

SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS

of

SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

of

POSTROCK ENERGY CORPORATION

 

PURSUANT TO SECTION 242 OF THE

DELAWARE GENERAL CORPORATION LAW

 

PostRock Energy Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST, on September 17, 2010, the Corporation filed with the Delaware Secretary of State a Certificate of Designations (as amended and restated to date, the “Certificate”) creating a series of preferred stock of the Corporation designated “Series A Cumulative Redeemable Preferred Stock” (the “Series A Preferred Stock”) and establishing the terms thereof.

SECOND, on August 1, 2012, the Corporation filed with the Delaware Secretary of State the Amended and Restated Certificate of Designations with respect to the Series A Preferred Stock.

THIRD, on December 19, 2012, the Corporation filed with the Delaware Secretary of State the Second Amended and Restated Certificate of Designations with resect to the Series A Preferred Stock.

FOURTH, the Board of Directors of the Corporation duly adopted by unanimous written consent in accordance with Section 141(f) of the DGCL, the following resolution:

RESOLVED that the references to “December 31, 2014” in (a) clause (i) of the definition of “Default” in Section 3(k) of the Certificate and (b) the third sentence of the first paragraph of Section 4(a) of the Certificate be changed to “June 30, 2016”.

FIFTH,  That thereafter, the proposed amendment to the Certificate was consented to and authorized by all the holders of the Series A Preferred Stock by written consent given in accordance with the provisions of Section 228 of the DGCL.

 

SIXTH,  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

 

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned this 29th day of July, 2014.

 

POSTROCK ENERGY CORPORATION

 

By:  /s/ Stephen L. DeGiusti

Stephen L. DeGiusti

Executive Vice President, General
Counsel and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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