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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13, 2020
Intrepid Potash, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-34025
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26-1501877
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(State of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 17th Street, Suite 1050
Denver, Colorado 80202
(Address of principal executive offices,
including zip code)
(Registrant’s telephone number,
including area code): (303) 296-3006
Not Applicable
(Former name or former address, if
changed since last report)
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))
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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IPI
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New York Stock Exchange
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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. ¨
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set
forth in response to Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On August 10, 2020, the Board of Directors (the “Board”)
of Intrepid Potash, Inc. (the “Company”) unanimously approved a reverse split of the Company’s common stock,
par value $0.001 per share (“Common Stock”), at a ratio of one-for-ten (1:10) (the “Reverse Stock Split”),
effective as of the close of business on August 13, 2020. At the market opening on August 14, 2020, the Company’s Common
Stock will begin trading on the New York Stock Exchange on a split-adjusted basis.
To effect the Reverse Stock Split, on August 13, 2020 the Company
filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of
Delaware.
The Company’s stockholders had previously approved a reverse
split of the Company’s Common Stock at a ratio using a whole number ranging from one-for-three (1:3) to one-for-fifteen (1:15),
with the exact ratio and effective time as may be determined at a later date by the Board in its sole discretion. The Company’s
stockholders had previously approved a corresponding reduction in the number of authorized shares of common stock according
to the criteria outlined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
June 30, 2020. As a result of the Reverse Stock Split, every ten (10) shares of the Company’s Common Stock will be reclassified
into, and automatically combined and changed into, one share of Common Stock. The Company’s trading symbol will remain unchanged,
but the CUSIP number for the Company’s registered Common Stock will be changed to 46121Y201. Additionally, the total number
of authorized shares of the Company’s Common Stock will be reduced to 40,000,000.
The foregoing description of the
Certificate of Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment to the Company’s Certificate of Incorporation, which is
filed herewith as Exhibit 3.1 and is incorporated herein by reference.
The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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INTREPID POTASH, INC.
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Date: August 14, 2020
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By:
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/s/ Matthew D. Preston
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Name: Matthew D. Preston
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Title: Vice President of Finance
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INTREPID POTASH, INC.
Intrepid Potash, Inc., a corporation organized
and existing under the laws of the State of Delaware, hereby certifies that:
1. The
name of the corporation is Intrepid Potash, Inc. The corporation was incorporated
under the name Intrepid Potash, Inc. and the original Certificate of Incorporation was filed with the Delaware Secretary of State
on November 19, 2007, as amended by a Restated Certificate of Incorporation filed with the Secretary of the State of
Delaware on April 21, 2008 and a Certificate of Amendment filed with the Secretary of the State of Delaware on May 25,
2016 (as amended, the “Certificate of Amendment”).
2. This
Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware by the directors and stockholders of the corporation.
3. This
Certificate of Amendment hereby amends the Certificate of Incorporation by amending and restating Section 4.01 in its entirety
to read as follows:
“Section 4.01 Total
Authorized Shares: The total number of shares of capital stock that the Corporation shall have authority to issue
shall consist of (i) a number of shares of common stock, par value $0.001 (the “Common Stock”), equal to
40,000,000, and (ii) 20,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred
Stock”). Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware
General Corporation Law of this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, the
shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued
and held in the treasury of the Corporation immediately prior to the Effective Time shall be reclassified as, and shall be
combined and changed into, a smaller number of shares such that each three (3) to fifteen (15) shares of issued Common Stock
immediately prior to the Effective Time shall be reclassified into, and shall, automatically and without any action on the
part of the Corporation or the respective holders thereof, be combined and changed into and become, one (1) validly
issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of each
share of Common Stock, the exact reverse split ratio within such three-to-fifteen range to be determined by the Board of
Directors of the Corporation and publicly announced by the Corporation prior to the Effective Time (the “Reverse
Stock Split”). Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of
the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent
of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender
after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding
immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as
a result of the Reverse Stock Split, following the Effective Time (after taking into account all fractional shares of
post-Reverse Stock Split Common Stock otherwise issuable to such holder), shall be entitled to receive cash (without
interest) for such holder’s fractional share in an amount equal to the respective pro rata share of the proceeds
attributable to the sale of such fractional interest following the aggregation and sale by the Company’s transfer agent
of all fractional shares otherwise issuable at the then-prevailing prices on the open market. From and after the Effective
Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically and
without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of
post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been
reclassified (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Stock Split Common Stock)
pursuant to the foregoing provisions; provided, however, that each holder of record of a certificate that represented shares
of pre-Reverse Stock Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the
number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock
represented by such certificate shall have been combined pursuant to the Reverse Stock Split, as well as any cash in lieu of
fractional shares of post-Reverse Stock Split Common Stock to which such holder may be entitled as set forth above; provided
further, that any dividends or other distributions that may be declared after the Effective Time with respect to the number
of post-Reverse Stock Split shares of Common Stock represented by that certificate will be withheld by the Corporation until
that certificate has been properly presented for exchange, at which time all such withheld dividends that have not yet been
paid to a public official pursuant to relevant abandoned property or escheat laws will be paid to the holder thereof or the
holder’s designee, without interest. The Reverse Stock Split shall be effected on a record holder-by-record holder
basis, such that any fractional shares of post-Reverse Stock Split Common Stock resulting from the Reverse Stock Split and
held by a single record holder shall be aggregated.”
4. Except
as herein amended, the Certificate of Incorporation of the Corporation shall remain in full force and effect.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 10th day of August
2020.
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INTREPID
POTASH, INC.
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Name:
Kyle R. Smith
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Title:
General Counsel, VP and Secretary
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Exhibit 99.1
Intrepid Announces 1-for-10 Reverse Stock Split
DENVER, CO; August 13, 2020 - - Intrepid Potash Inc.
(NYSE:IPI) (“Intrepid”) announced today that it will effect a 1-for-10 reverse stock split of its common stock effective
5:00 pm Eastern on Thursday, August 13, 2020. Intrepid’s common stock will begin trading on a split-adjusted basis when markets
open on Friday, August 14, 2020. Intrepid’s Board of Directors approved the split and determined the 1-for-10 ratio to be
appropriate to meet Intrepid’s goals of improving the marketability and liquidity of its common stock, regaining compliance
with NYSE listing requirements, and minimizing the risk of future noncompliance, allowing Intrepid’s management team to focus
on the company’s underlying business.
The reverse stock split will reduce the number of shares of
Intrepid’s common stock currently outstanding from approximately 133 million shares to approximately 13 million shares. Proportionate
adjustments will be made to the number of shares to be issued under Intrepid’s Equity Incentive Plan. The number of authorized
shares of Intrepid’s common stock will be reduced from 400 million to 40 million, which will maintain the proportion of the
number of authorized shares of Intrepid’s common stock relative to the number of shares of common stock issued and outstanding.
Intrepid’s common stock will continue to trade on the
NYSE under the symbol “IPI.” A new CUSIP number of 46121Y201 has been assigned to the common stock in connection with
the reverse stock split.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each ten
(10) shares of Intrepid's common stock issued and outstanding will be automatically combined and converted into one (1) share
of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the reverse stock split. Any
fractional share of common stock that would otherwise have resulted from the reverse stock split will be paid to holders in the
form of a check issued by Intrepid’s Transfer Agent using proceeds from the aggregation and sale of all fractional shares
resulting from the split.
Intrepid’s transfer agent, Computershare Trust
Company, N.A., will act as exchange agent for the reverse stock split, and will provide stockholders of record holding
certificates representing pre-split shares of the Company's common stock as of the effective date with a letter of
transmittal providing instructions for the exchange of stock certificates for post-split shares. Registered stockholders
holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action
to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject to the broker's or nominee's particular procedures for
processing the reverse stock split. Computershare Trust Company can be reached at 800-962-4284.
Additional information about the reverse stock split can be
found in Intrepid's definitive proxy statement filed with the Securities and Exchange Commission on June 30, 2020, a copy of which
is available at www.sec.gov and at www.intrepidpotash.com in the SEC Filings section under Financial Information located on the
Investor Relations page.
About Intrepid:
Intrepid is a diversified mineral company that delivers potassium,
magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed, and the oil and gas industry.
Intrepid is the only U.S. producer of muriate of potash, which is applied as an essential nutrient for healthy crop development,
utilized in several industrial applications, and used as an ingredient in animal feed. In addition, Intrepid produces a specialty
fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle.
Intrepid also provides water, magnesium chloride, brine, and various oilfield products and services.
Intrepid serves diverse customers in markets where a logistical
advantage exists and is a leader in the use of solar evaporation for potash production, resulting in lower cost and more environmentally
friendly production. Intrepid's mineral production comes from three solar solution potash facilities and one conventional underground
Trio® mine.
Intrepid routinely posts important information, including information
about upcoming investor presentations and press releases, on its website under the Investor Relations tab. Investors and other
interested parties are encouraged to enroll at intrepidpotash.com, to receive automatic email alerts for new postings.
Forward-Looking Statements
This press release includes certain statements concerning expectations
for the future that are forward-looking within the meaning of the federal securities laws. Forward-looking statements contain known
and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause Intrepid’s
actual results in future periods to differ materially from anticipated or projected results. Forward-looking statements in this
press release include, among others, statements regarding Intrepid’s plans for a reverse stock split and reduction in authorized
shares and the effect of the same on Intrepid, its business, management, and price, liquidity of and market for its common stock.
An extensive list of specific material risks and uncertainties affecting Intrepid is contained in its Annual Report on Form 10-K
for the year ended December 31, 2019, and the most recent quarterly and current reports filed with the Securities and Exchange
Commission from time to time. Any forward-looking statements in this press release are made as of the date of this press release,
and Intrepid undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.
Contact:
Matt Preston, Vice President of Finance
Phone: 303-996-3048