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): September 6, 2016
W&T Offshore, Inc.
(Exact name of registrant as specified in its charter)
1-32414
(Commission File Number)
| Texas | 72-1121985 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
Nine Greenway Plaza, Suite 300
Houston, Texas 77046
(Address of Principal Executive Offices)
713.626.8525
(Registrant’s Telephone Number, Including Area Code)
N/A
(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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, on September 1, 2016, the shareholders of W&T Offshore, Inc. (the “Company”) held a Special Meeting of Shareholders and approved an amendment to the first paragraph of ARTICLE IV of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $0.00001, of the Company from 118,330,000 shares to 200,000,000 shares. The authorized Preferred Stock, par value $0.00001, remains 20,000,000 shares. This increased the aggregate number of shares of all classes of stock that the Company may issue to 220,000,000 shares.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company, which was filed with the Secretary of State of the State of Texas on September 6, 2016, and is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is included as part of this Current Report on Form 8-K:
|
Exhibit Number |
Description |
|
| 3.1 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of W&T Offshore, Inc., dated as of September 6, 2016. | |
SIGNATURES
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.
| W&T OFFSHORE, INC. | ||||||
| (Registrant) | ||||||
| Dated: September 6, 2016 | By: | /s/ John D. Gibbons | ||||
| Name: | John D. Gibbons | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 3.1 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of W&T Offshore, Inc., dated as of September 6, 2016. | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
W&T OFFSHORE, INC.
In accordance with Sections 3.053 and 21.364 of the Texas Business Organizations Code, W&T Offshore, Inc., a Texas corporation (the “Corporation”), adopts the following Certificate of Amendment to its Amended and Restated Articles of Incorporation, as previously amended by that certain Certificate of Amendment, dated June 24, 2011, and that certain Certificate of Amendment, dated May 15, 2012 (the “Amended and Restated Articles of Incorporation”).
ARTICLE I
The name of the Corporation is W&T Offshore, Inc.
ARTICLE II
The first paragraph of ARTICLE IV of the Corporation’s Amended and Restated Articles of Incorporation is amended and restated in its entirety as follows:
The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 220,000,000 shares, of which two hundred million (200,000,000) shares shall be designated as Common Stock, par value $0.00001 per share, and twenty million (20,000,000) shares shall be designated as Preferred Stock, par value $0.00001 per share.
ARTICLE III
The amendments and additions to the corporation’s Amended and Restated Articles of Incorporation set forth in this Certificate of Amendment to Amended and Restated Articles of Incorporation have been approved in the manner required by the Texas Business Organizations Code and the constituent documents of the Corporation.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned officer of the corporation has hereunto set his hand this 6th day of September, 2016.
| W&T OFFSHORE, INC. | ||
| By: | /s/ Thomas F. Getten | |
| Name: | Thomas F. Getten | |
| Title: | Vice President, General Counsel and Secretary | |
Signature Page to
Certificate of Amendment to
Amended and Restated Articles of Incorporation of
W&T Offshore, Inc.