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): October 23, 2015
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF NEVADA
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001-03262
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94-1667468
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(State or other
jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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5300 Town And Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)
(972) 668-8800
(Registrant's Telephone No.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
On October 23, 2015 Comstock Resources, Inc. (the "Company") sent a notice (the "Notice") to its directors and executive officers informing them that, in order to implement a transition to a new trustee and recordkeeper for the Comstock Resources, Inc. 401(k) Plan (the "Plan"), Plan participants will be unable to direct or diversify the investments in their Plan accounts, including shares of the Company's common stock, or obtain distributions from the Plan, during the period beginning on November 24, 2015 and ending January 16, 2016 (the "Blackout Period"). This blackout period will be in addition to other blackout periods imposed by the Company.
The Notice also states that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, the Company's directors and executive officers will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of the Company's common stock during the Blackout Period. A copy of the Notice is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Notice to Directors and Executive Officers of Comstock Resources, Inc. dated October 23, 2015
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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COMSTOCK RESOURCES, INC.
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Dated: October 26, 2015
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By:
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/s/ ROLAND O. BURNS
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Roland O. Burns
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President and Chief Financial Officer
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Exhibit 99.1
NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF
COMSTOCK RESOURCES, INC.
Restrictions on Trading Comstock Resources, Inc. Common Stock
During the 401(k) Plan Blackout Period
The Company has determined to change the recordkeeper for the Comstock Resources, Inc. 401(k) Plan (the "Plan"), effective December 1, 2015. In order to implement this transition, Plan activity will be restricted such that Plan participants will not be able to direct or diversify the investments in their Plan accounts, including transactions involving shares of Comstock Resources common stock, or obtain distributions from the Plan for a specified period of time (the "Blackout Period"). During the Blackout Period, the Company's directors and executive officers will be subject to trading restrictions, as described below, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the SEC's Regulation Blackout Trading Restriction.
Blackout Period
The blackout period for the plan will begin on November 24, 2015 and end on or before January 12, 2016. You will receive another notice as soon as the Blackout Period ends.
Trading Restrictions
During the Blackout Period, you will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of Comstock Resources common stock or certain derivative securities, such as stock options, if you acquired such shares or derivative securities in connection with your service or employment as a director or executive officer. In this regard, any Company security you sell or otherwise transfer is automatically treated as acquired in connection with your service as director or executive officer unless you establish that the security was acquired from another source in accordance with rules established by the SEC. Please note that these trading prohibitions also apply to Company securities held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations. This notice is in addition to the restrictions on trading activity under the Company's insider trading policy.
Questions
If you have any questions concerning transactions in the Company's common stock, this notice or the Blackout Period, including whether the Blackout Period has started or ended, please contact Roland Burns at 5300 Town & Country Blvd., Suite 500, Frisco, TX 75034, Telephone: (972) 668-8800.
October 23, 2015