As filed with the Securities and Exchange Commission on November 8, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 76-0466193 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
801 Louisiana, Suite 700
Houston, Texas 77002
(Address of principal executive offices, including zip code)
GOODRICH PETROLEUM CORPORATION
2016 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Michael J. Killelea
Executive Vice President, General Counsel and Corporate Secretary
Goodrich Petroleum Company
801 Louisiana, Suite 700
Houston, Texas 77002
(713) 780-9494
(Name, address and telephone number of agent for service)
copy to:
Shane M. Tucker
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
(214)220-7700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if smaller reporting company) | Smaller Reporting Company | ☒ | |||
Emerging Growth Company | ☐ (Do not check if smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be | Proposed maximum offering price per share (2) | Proposed offering price (2) | Amount of registration fee | ||||
Common Stock, par value $0.01 per share | 2,500,000 | $9.81 | $24,525,000 | $3,053.36 (3) | ||||
| ||||||||
|
(1) | Represents shares of common stock, par value $0.01 per share (the “Common Stock”), of Goodrich Petroleum Corporation (the “Registrant”) reserved for issuance under the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time (previously known as the Goodrich Petroleum Corporation Management Incentive Plan) (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Common Stock issuable with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization or other similar transaction. No additional registration fee is included for these shares. |
(2) | The proposed maximum aggregate offering price of the Common Stock was calculated based upon the market value for shares of the Common Stock in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sales prices per share reported by the NYSE American marketplace on November 2, 2017. |
(3) | Pursuant to General Instruction E to FormS-8, a registration fee is only being paid with respect to the registration of an additional 2,500,000 shares of Common Stock under the Plan. |
EXPLANATORY NOTE
Except as otherwise set forth below, the contents of the Registrant’s registration statement on FormS-8 (File No. 333- 214080) relating to the Plan, which was filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2016 for the registration of 1,100,000 shares of Common Stock reserved for issuance under the Plan, is incorporated by reference into this registration statement on FormS-8 (this “Registration Statement”), as permitted by General Instruction E of FormS-8.
On December 8, 2016, the Compensation Committee of the Registrant’s Board of Directors approved an amendment to increase the total number of shares of Common Stock that may be utilized for awards pursuant to the Plan by an additional 1,000,000 shares of Common Stock. On May 23, 2017, the Registrant’s stockholders approved an amendment to increase the total number of shares of Common Stock that may be utilized for awards pursuant to the Plan by an additional 1,500,000 shares of Common Stock.
The Registrant is filing this Registration Statement pursuant to General Instruction E of FormS-8 to register an additional 2,500,000 shares of Common Stock that may be issued under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits.
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on November 8, 2017.
GOODRICH PETROLEUM CORPORATION | ||
By: | /s/ Michael J. Killelea | |
Name: Michael J. Killelea Title: Executive Vice President, General Counsel and Corporate Secretary |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Walter G. Goodrich, Robert C. Turnham, Jr. and Michael J. Killelea, and each of them, his true and lawfulattorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto saidattorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on November 8, 2017.
Signature | Title | |
/s/ Walter G. Goodrich | Chairman and Chief Executive Officer (Principal Executive Officer) | |
Walter G. Goodrich | ||
/s/ Robert T. Barker | Vice President, Controller, Chief Accounting Officer and Chief | |
Robert T. Barker | Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Robert C. Turnham, Jr. | President, Chief Operating Officer and Director | |
Robert C. Turnham, Jr. | ||
/s/ Ronald F. Coleman | Director | |
Ronald F. Coleman | ||
/s/ K. Adam Leight | Director | |
K. Adam Leight | ||
/s/ Timothy D. Leuliette | Director | |
Timothy D. Leuliette | ||
/s/ Steven J. Pully | Director | |
Steven J. Pully | ||
/s/ Thomas M. Souers | Director | |
Thomas M. Souers |