As filed with the Securities and Exchange Commission on August 28, 2019
Registration No. 333-
UNITED STATES
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 | 73-1521290 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
3001 Quail Springs Parkway Oklahoma City, Oklahoma |
73134 | |
(Address of Principal Executive Offices) | (Zip Code) |
GULFPORT ENERGY CORPORATION
2019 AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)
Patrick K. Craine
General Counsel and Corporate Secretary
Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Clinton W. Rancher
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
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Common stock, par value $0.01 per share |
5,000,000 | $2.60 | $13,000,000 | $1,575.60 | ||||
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(1) |
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover such indeterminate number of additional shares of common stock, par value $0.01 per share, of Gulfport Energy Corporation (Common Stock) as may become issuable under the Gulfport Amended and Restated 2019 Stock and Incentive Plan (the Plan) as a result of the antidilution and similar provisions thereof. |
(2) |
Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purposes of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on August 23, 2019. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 relates to the registration of 5,000,000 additional shares (the Shares) of common stock, par value of $0.01 per share (Common Stock), of Gulfport Energy Corporation (Gulfport the Company), issuable pursuant to the Gulfport Energy Corporation 2019 Amended and Restated Stock Incentive Plan (as amended and restated, the Plan), which amendment and restatement, at the recommendation of the Gulfport Board of Directors, was approved by the stockholders of the Company on June 6, 2019. The maximum aggregate number of shares of Common Stock that may be issued under the Plan is 12,500,000 shares, which includes the shares previously registered under the following Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the SEC) by Gulfport (collectively, the Prior Registration Statements):
(a) Registration Statement on Form S-8 (No. 333-55738) filed on February 16, 2001 registering 627,337 shares of Common Stock;
(b) Registration Statement on Form S-8 (No. 333-129178) filed on October 21, 2005 registering 777,269 shares of Common Stock;
(c) Registration Statement on Form S-8 (No. 333-135728) filed on July 12, 2006 registering 1,595,394 shares of Common Stock; and
(d) Registration Statement on Form S-8 (No. 333-206564) filed on August 25, 2015 registering 4,500,000 shares of Common Stock.
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and the Company is filing this Registration Statement to register the Shares pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the Securities Act). The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in such Prior Registration Statements are modified as set forth herein.
PART II
Item 8. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on August 28, 2019.
GULFPORT ENERGY CORPORATION |
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By: | /s/ Patrick K. Craine | |
Patrick K. Craine General Counsel and Corporate Secretary |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick K. Craine and Quentin R. Hicks, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her 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 all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ David M. Wood David M. Wood |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 28, 2019 | ||
/s/ Quentin R. Hicks Quentin R. Hicks |
Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
August 28, 2019 | ||
/s/ David L. Houston David L. Houston |
Chairman of the Board | August 28, 2019 | ||
/s/ Deborah G. Adams Deborah G. Adams |
Director | August 28, 2019 | ||
/s/ Craig Groeschel Craig Groeschel |
Director | August 28, 2019 | ||
/s/ C. Doug Johnson C. Doug Johnson |
Director | August 28, 2019 | ||
/s/ Ben T. Morris Ben T. Morris |
Director | August 28, 2019 | ||
/s/ Scott E. Streller Scott E. Streller |
Director | August 28, 2019 | ||
/s/ Paul D. Westerman Paul D. Westerman |
Director | August 28, 2019 |
Exhibit 5.1
August 28, 2019
Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the Registration Statement) to be filed on the date hereof by Gulfport Energy Corporation, a Delaware corporation (the Company), with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an additional 5,000,000 shares (the Shares) of common stock, par value $0.01 per share, of the Company (the Common Stock), issuable pursuant to the Gulfport Energy Corporation Amended and Restated 2019 Stock Incentive Plan (the Plan), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Companys Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date, (ii) the Plan, (iii) corporate records of the Company, as furnished to us by the Company, (iv) certificates of public officials and of representatives of the Company, (v) statutes and (vi) other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the factual matters contained in such certificates.
In making our examination, we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In addition, we have assumed that at or prior to the time of the delivery of any shares of Common Stock, the Registration Statement will be effective under the Securities Act. We have also assumed that the consideration received by the Company for the Shares will not be less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that following due authorization of a particular award as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors of the Company or a duly constituted and acting committee thereof as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.
The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 28, 2019, with respect to the consolidated financial statements and internal control over financial reporting of Gulfport Energy Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Oklahoma City, Oklahoma
August 28, 2019
Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 (the Form S-8) of Gulfport Energy Corporation (the Company) with respect to the information from our firms reserves report dated February 1, 2019, on oil and gas reserves of Gulfport Energy Corporation and its subsidiaries, as of December 31, 2018, located in the United States and information from our prior reserve reports and to all references to our firm included or incorporated by reference in the Form S-8.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||
By: | /s/ Danny D. Simmons | |
Danny D. Simmons, P.E. President and Chief Operating Officer |
Houston, Texas
August 28, 2019