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): November 9, 2017 (November 7, 2017)
C&J ENERGY SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-38023
| Delaware | 81-4808566 | |
|
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
3990 Rogerdale Rd. Houston, Texas 77042
(Address of principal executive offices)
(713) 325-6000
Registrant’s telephone number, including area code
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)) |
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 7, 2017, C&J Energy Services, Inc. (the “ Company ”) entered into Amendment No. 1 (the “ Amendment ”) to the Rights Agreement, dated as of January 6, 2017, between C&J Energy Services, Inc. and American Stock & Transfer Trust Company, LLC, as rights agent.
The Amendment accelerated the expiration of the rights to purchase one one-hundredth of a share of Series A Participating Cumulative Preferred Stock, par value $0.01 per share (the “ Rights ”) from 5:00 P.M., New York City time on January 6, 2020 to 5:00 P.M., New York City time on November 7, 2017, and had the effect of terminating the Rights Agreement. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 4.1 hereto and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the adoption of the Rights Agreement, on January 6, 2017, the Company filed a Certificate of Designations of Series A Participating Cumulative Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Participating Cumulative Preferred Stock issuable upon exercise of the Rights (the “ Preferred Shares ”).
Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| C&J ENERGY SERVICES, INC. | ||||||
| Date: November 9, 2017 | By: |
/s/ Danielle Hunter |
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| Name: | Danielle Hunter | |||||
| Title: |
Executive Vice President, General Counsel, Chief and Risk Compliance Officer and Corporate Secretary |
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Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
C&J ENERGY SERVICES, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
C&J Energy Services, Inc., a Delaware corporation (the “ Company ”), certifies as follows:
1. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “ DGCL ”) and the authority granted in the Amended and Restated Certificate of Incorporation (as amended, the “ Charter ”) of the Company, the Board of Directors of the Company, by resolutions duly adopted, authorized the issuance of 10,000,000 shares of preferred stock, par value $0.01 per share, of the Company designated as Series A Participating Cumulative Preferred Stock (the “ Series A Preferred Stock ”).
2. Pursuant to the provisions of Section 151(g) of the DGCL, the Board of Directors of the Company adopted the following resolutions:
RESOLVED FURTHER, that none of the authorized shares of preferred stock, par value $0.01, of the Company designated as Series A Preferred Stock, are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued subject to the certificate of designations therefor;
RESOLVED FURTHER, that the Company be, and hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a certificate (the “ Certificate of Elimination ”) containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Company’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations of Series A Preferred Stock filed with the Secretary of State of the State of Delaware on January 6, 2017; and
RESOLVED FURTHER, that the Authorized Officers are, and each of them hereby is, authorized and directed, for and on behalf of the Company and in its name, to execute and file the Certificate of Elimination and such time as they deem appropriate, and to take such further actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.
3. Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Series A Preferred Stock in the Charter are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Company.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 7th day of November, 2017.
| C&J ENERGY SERVICES, INC. | ||
|
/s/ Danielle Hunter |
||
| Name: | Danielle Hunter | |
| Title: | Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary | |
Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “ Amendment ”) is dated as of November 7, 2017 (the “ Effective Date ”) and amends the Rights Agreement, dated as of January 6, 2017 (the “ Rights Agreement ”), by and between C&J Energy Services, Inc., a Delaware corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “ Rights Agent ”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
RECITALS
WHEREAS, in accordance with Section 24 of the Rights Agreement, at any time prior to the occurrence of a Section 9(a)(ii) Event, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights; and
WHEREAS, the Rights Agent is hereby directed to join in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:
1. Amendment of the Rights Agreement . The definition of “Final Expiration Date” is hereby amended and restated in its entirety as follows:
“ Final Expiration Date ” means the Close of Business on November 7, 2017.
2. Amendment of Exhibits . The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.
3. Other Amendment; Effect of Amendment . Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.
4. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
5. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.
6. Descriptive Headings . The descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof.
7. Further Assurances . Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.
8. Governing Law . This Amendment will be deemed to be a contract made pursuant to the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.
| C&J ENERGY SERVICES, INC. | ||
|
/s/ Danielle Hunter |
||
| Name: | Danielle Hunter | |
| Title: | Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary | |
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
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| By: |
/s/ Jennifer Donovan |
|
| Name: | Jennifer Donovan | |
| Title: | SVP | |
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