AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER , 2000
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
GULFPORT ENERGY CORPORATION
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1311 73-1521290
- ---------------- ---------------------------- -------------------
(STATE OR OTHER (PRIMARY STANDARD INSUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
6307 WATERFORD BLVD., SUITE 100
OKLAHOMA CITY, OKLAHOMA 73118
(405) 848-8807
---------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GULFPORT ENERGY CORPORATION
1999 STOCK OPTION PLAN
---------------------------
(FULL TITLES OF THE PLAN)
LISA HOLBROOK
VICE PRESIDENT AND GENERAL COUNSEL
GULFPORT ENERGY CORPORATION
6307 WATERFORD BLVD., SUITE 100
OKLAHOMA CITY, OKLAHOMA 73118
(405) 848-8807
------------------------------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price (2) fee
- --------------------------------------------------------------------------------
Common Stock 883,386 $2.00 $1,766,772
par value $.01 shares
(1) The number of shares of common stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
(3) Fee paid with initial filing of the Registration Statement.
Introductory Statement
This registration statement on Form S-8 relates to up to 883,386 shares
of common stock, par value $.01 per share (the "Common Stock"), of Gulfport
Energy Corporation, a Delaware corporation that may be issued pursuant to the
Gulfport Energy 1999 Stock Option Plan, a copy of which is included as an
exhibit to this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who are eligible to
participate in our 1999 Stock Option Plan. Such information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Gulfport Energy Corporation with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended are incorporated by reference into this Registration Statement:
(1) Annual Report on Form 10-K for the year ended December 31, 1999.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000.
(3) All documents subsequently filed by Gulfport Energy Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
the filing of such documents.
The descriptions set forth below of the common stock of Gulfport Energy
Corporation, par value $.01 constitute brief summaries of certain provisions of
Gulfport Energy Corporation's Restated Certificate of Incorporation and Bylaws
and are qualified in their entirety by reference to the relevant provisions of
such documents, all of which are listed under Item 8 as exhibits to this
Registration Statement and are incorporated herein by reference.
GULFPORT COMMON STOCK
Gulfport Energy Corporation has been authorized to issue a total of fifteen
million (15,0000,000) shares of Common Stock. The holders of Common Stock share
ratably, with all other classes of common equity, in dividends that may, from
time to time, be declared by the Board of Directors. No dividends may be paid
with respect to the Corporation's Common Stock, however, until dividend
distributions to the holders of Preferred Stock, if any, have been paid in
accordance with the certificate or certificates of designation relating to such
Preferred Stock.
The holders of Common Stock shall share ratably, with all other classes of
common equity, if any, in any assets of the Corporation that are available for
distribution to the Corporation. The holders of Common Stock shall be entitled
to cast one vote per one share on all matters that are submitted for a vote of
the stockholders. There are no redemption or sinking fund provisions that are
applicable to the Common Stock of the Corporation.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporate Law (the "DGCL"), the Company's
Certificate of Incorporation eliminates in certain circumstances the monetary
liability of the directors for a breach of their fiduciary duty. These
provisions do not eliminate liability of the directors for (i) a breach of the
director's duty of loyalty to the Company or its Stockholders, (ii) acts or
omissions by a director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability arising under Section
174 of the DGCL (relating to the declaration of dividends and purchase or
redemption of shares in violation of the DGCL) or (iv) any transaction from
which the director derived an improper personal benefit. In addition, these
provisions do not eliminate the liability of a director for violations of the
Federal securities laws, nor do they limit the rights of the Company or its
Stockholders, in appropriate circumstances, to seek equitable remedies such as
injunctive or other forms of non-monetary relief. Such remedies may not be
effective in all cases.
The Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL. Under such provisions, any
director or officer, who in his capacity as such, is made or threatened to be
made a party to any suit or proceeding, may be indemnified if the Board of
Directors determines such director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company. The Bylaws and the DGCL, further provide that such indemnification
is not exclusive of any other rights to which such individuals may be entitled
under the Certificate of Incorporation, the Bylaws, any agreement, vote of
Stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant as amended
4.2 Bylaws of the Registrant
5 Opinion of Counsel
23.1 Consent of Counsel
23.2 Consent of Registrant's Auditor
24 Power of Attorney included as part of the signature pages of this
Registration Statement
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement relating to the securities offered
herein shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oklahoma City, State of Oklahoma.
GULFPORT ENERGY CORPORATION
Date: February 9, 2001 By:/s/ Mike Liddell
---------------------------------
Mike Liddell
Chairman and President
INDEX TO EXHIBITS
Exhibit Description of Exhibit
No.
4.1 Certificate of Incorporation of the Registrant as amended
4.2 Bylaws of the Registrant
4.3* Stock Option Plan
5* Opinion of Counsel
23.1* Consent of Counsel
23.2* Consent of Registrant's Auditor
24* Power of Attorney included as part of the signature pages of this
Registration Statement
----
*Filed Herewith
赣州本地宝
57616网址导航
体育博彩app
国家质量监督检验检疫总局
博彩app
象棋巫师
音响网
沙巴SB体育官网
新葡京官网
漳州天气预报
英文缩写大全
天博
博彩平台
皇冠博彩
宁波新浪乐居
bbin
梦梦奈官网
皇冠官网
赌博软件
jdb电子
千龙网新闻中心
携程团购
重庆第二师范学院
嘉和一品
巢湖赶集网
华艺卫浴
婺城新闻网
中国产经新闻网
手表品牌排行榜
爱钓网钓鱼视频大全
汕头赶集网
站点地图
杀手Online
北京小猪短租