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): July 20, 2016
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
|
STATE OF NEVADA
|
001-03262
|
94-1667468
|
|
(State or other
jurisdiction incorporation) |
(Commission File Number)
|
(I.R.S. Employer
Identification Number) |
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:
|
☐
|
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))
|
EXPLANATORY NOTE
A copy of the Certificate of Amendment to the Restated Articles of Incorporation of Comstock Resources, Inc. ("Comstock" or the "Company") dated June 1, 2016, as approved by the Company's stockholders at the Company's annual meeting held on May 26, 2016, is filed as Exhibit 3.1 in lieu of filing with the Company's next periodic report.
Item 3.03 Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On July 20, 2016 Comstock announced a one-for-five (1:5) reverse split of its issued and outstanding shares of common stock. The one-for-five reverse stock split will be effective after the market closes on July 29, 2016 and Comstock's common stock will begin trading on a split-adjusted basis when the market opens on August 1, 2016. Comstock's common stock will continue to trade on the New York Stock Exchange under the trading symbol "CRK" but will trade under the new CUSIP number 205768302.
When the reverse stock split becomes effective, every five shares of the Company's issued and outstanding common stock will automatically convert into one share of common stock. No fractional shares will be issued in connection with the reverse stock split. For any holders that would otherwise be issued fractional shares, the shares to be received in the conversion will be rounded up to the next share.
The reverse stock split is necessary in the opinion of the Board of Directors in order for the Company to maintain its listing on the New York Stock Exchange.
Following the reverse split, pursuant to a Certificate of Change filed with the Secretary of State of Nevada, the number of outstanding shares of the Company's common stock will be reduced from approximately 62.5 million to approximately 12.5 million. In addition, the number of authorized shares of the Company's common stock will be decreased from 250 million to 50 million.
American Stock Transfer & Trust Company, the Company's transfer agent, is acting as the exchange agent for the reverse stock split.
A copy of the Certificate of Change to the Company's Restated Articles of Incorporation is filed as Exhibit 3.2.
Item 8.01 Other Events
The information in Item 5.03 of this Current Report is incorporated herein by reference. A copy of the Company's news release announcing the reverse stock split is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
|
Exhibit 3.1
|
Certificate of Amendment to the Restated Articles of Incorporation dated June 1, 2016.
|
|
Exhibit 3.2
|
Certificate of Change to the Restated Articles of Incorporation dated July 20, 2016.
|
|
Exhibit 99.1
|
Press Release dated July 20, 2016.
|
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.
|
COMSTOCK RESOURCES, INC.
|
||
|
Dated: July 22, 2016
|
By:
|
/s/ ROLAND O. BURNS
|
|
Roland O. Burns
|
||
|
President and Chief Financial Officer
|
Exhibit 99.1
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8834
Contact: Gary H. Guyton
Director of Planning and Investor Relations
Web Site: www.comstockresources.com
NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC.
ANNOUNCES 1 FOR 5 REVERSE STOCK SPLIT
FRISCO, TEXAS, July 20, 2016 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today a one-for-five (1:5) reverse split of its issued and outstanding common stock. The one-for-five reverse stock split will be effective after the market closes on July 29, 2016 and Comstock's common stock will begin trading on a split-adjusted basis when the market opens on August 1, 2016. Comstock's common stock will continue to trade on the New York Stock Exchange under the trading symbol "CRK" but will trade under the new CUSIP number 205768302. The reverse stock split is necessary in the opinion of the Board of Directors in order for the Company to maintain its listing on the New York Stock Exchange.
When the reverse stock split becomes effective, every five shares of the Company's issued and outstanding common stock will automatically convert into one share of common stock. No fractional shares will be issued in connection with the reverse stock split. For any holders that would otherwise be issued fractional shares, the shares to be received in the conversion will be rounded up to the next share. The reverse stock split will not impact any stockholder's percentage ownership of Comstock or voting power, except for minimal effects resulting from the treatment of fractional shares. Following the reverse split, the number of outstanding shares will be reduced from approximately 62.5 million to approximately 12.5 million. In addition, the number of authorized shares of the Company's common stock will be decreased from 250 million to 50 million.
American Stock Transfer & Trust Company, the Company's transfer agent, will act as its exchange agent for the reverse stock split. Stockholders holding their shares of common stock in book-entry form through a bank, broker or other nominee do not need to take any action in connection with the reverse split, and will see the impact of the reverse split automatically reflected in their accounts following the effective date. Stockholders holding their shares of common stock in certificated form will receive a letter of instruction from the transfer agent shortly after the effective date.
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.
Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.
Exhibit 3.2
Exhibit 3.1
