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): August 16, 2018
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF NEVADA |
001-03262 |
94-1667468 |
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(State or other
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(Commission File Number) |
(I.R.S. Employer |
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)) |
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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
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Following the recently completed contribution of oil and gas properties by Arkoma Drilling, L.P. and Williston Drilling, L.P., entities owned by Jerry Jones and his family to Comstock Resources, Inc. (the "Company") in exchange for the issuance of shares of common stock of the Company, each of Cecil E. Martin, David W. Sledge, David K. Lockett and Frederic D. Sewell (together, the “Retiring Directors”) resigned from the Company’s Board of Directors on August 16, 2018.
The resignations of the Retiring Directors were not a result of any disagreements between the Company and the Retiring Directors on any matter relating to the Company's operations, policies or practices.
M. Jay Allison, Roland O. Burns, Elizabeth B. Davis, Morris E. Foster and Jim L. Turner, will continue to serve on the Company's Board of Directors. Jay Allison will continue to serve as Chairman of the Board of Directors and Jim Turner will assume the role of Lead Director.
The Board of Directors has determined not to fill the vacancies resulting from the resignations of the Retiring Directors at this time.
The Company has issued a press release, dated August 16, 2018, announcing the resignation of the Retiring Directors. A copy of the press release is being furnished, not filed, with this Current Report on Form 8-K and is attached as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits
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Exhibit 99.1 |
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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, hereunto duly authorized.
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COMSTOCK RESOURCES, INC. |
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Dated: August 16, 2018 |
By: |
/s/ ROLAND O. BURNS |
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Roland O. Burns |
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President and Chief Financial Officer |
Exhibit 99.1
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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
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NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. ANNOUNCES
CHANGES TO BOARD OF DIRECTORS
FRISCO, TEXAS, August 16, 2018 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today that in connection with closing the recently completed contribution by Arkoma Drilling, L.P. and Williston Drilling, L.P., entities owned by Jerry Jones and his family, that its Board of Directors is being reduced from the current nine members to five members. M. Jay Allison, Roland O. Burns, Elizabeth B. Davis, Morris E. Foster and Jim L. Turner, will continue to serve on the Company's Board of Directors. Cecil E. Martin, David W. Sledge, David K. Lockett and Frederic D. Sewell are retiring from the Board of Directors. Jay Allison will continue to serve as Chairman of the Board of Directors and Jim Turner will assume the role of Lead Director.
"We are very grateful for the leadership and guidance that Cecil Martin, David Sledge, David Lockett and Fred Sewell have provided the Company throughout their many years of service," stated M. Jay Allison, Chief Executive Officer of Comstock. "We look forward to growing the New Comstock which has been created by the contribution of assets by Jerry Jones and the completion of our comprehensive refinancing plan."
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.