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): June 20, 2017 (June 15, 2017)


SRC Energy Inc.
(Exact name of registrant as specified in its charter)
______________________________

COLORADO
(State or other jurisdiction of
incorporation or organization)
001-35245
(Commission
File Number)
20-2835920
(I.R.S. Employer
Identification Number)


1675 Broadway, Suite 2600
Denver, Colorado 80202

Registrant’s telephone number, including area code: (720) 616-4300
Synergy Resources Corporation

(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 (see General Instruction A.2. below):

[]
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 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.

As discussed in Item 5.07 below, at the annual meeting of shareholders of SRC Energy Inc. (formerly Synergy Resources Corporation) (the “Company”) held on June 15, 2017, the shareholders approved an amendment to the Amended and Restated Articles of Incorporation of the Company to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc. A copy of the Second Amended and Restated Articles of Incorporation which effects such amendment, as accepted for filing with the Secretary of State of Colorado on June 15, 2017, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On June 15, 2017, the Board of Directors of the Company amended the Bylaws of the Company to reflect the name change of the Company from Synergy Resources Corporation to SRC Energy Inc. (the “Amendment”). The Amendment took effect simultaneously with the shareholder approval of the amendment to the Amended and Restated Articles of Incorporation of the Company. A copy of the Bylaws of the Company and the Amendment are attached hereto as Exhibits 3.2.1 and 3.2.2, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on June 15, 2017. Holders of 200,827,458 shares of the Company’s common stock outstanding at the close of business on April 10, 2017 were entitled to vote at the meeting, of which 190,472,284 shares, or approximately 94.84% of those entitled to vote, were represented in person or by proxy at the annual meeting.

The results of the matters voted upon at the annual meeting, which are more fully described in the Company’s proxy statement, are as follows:




 
PROPOSAL # 1 – Election of Directors

Lynn A. Peterson
 
                For:  
                Withheld:
                
159,578,714
3,434,860
Raymond E. McElhaney
 
                For:  
                Withheld:
                
147,115,550
15,898,024
Jack N. Aydin
 
                For:  
                Withheld:
                
158,295,348
4,718,226
Daniel E. Kelly
 
                For:  
                Withheld:
                
158,297,637
4,715,937
Paul J. Korus
 
                For:  
                Withheld:
                
162,070,594
942,980
 
PROPOSAL # 2 – To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017

 
 
                For:
                Against:
                Abstain: 
189,555,828
320,419
596,037
 
PROPOSAL # 3 – To approve an amendment of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc.

 
 
                For:
                Against:
                Abstain: 
189,099,066
810,531
562,687

Item 7.01      Regulation FD Disclosure.

On June 20, 2017, the Company issued a press release regarding, among other things, an operations update. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.
(d)        Exhibits.
 




 
 
 
Exhibit
Number
 
Description
 
 
3.1
 
Second Amended and Restated Articles of Incorporation of SRC Energy Inc. effective as of June 15, 2017.
3.2.1
 
Bylaws of SRC Energy Inc. (including Amendment No. 1 thereto) (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K of SRC Energy Inc. filed on April 22, 2016).
3.2.2
 
Amendment No. 2 to Bylaws of SRC Energy Inc., effective as of June 15, 2017.
99.1
 
Press Release dated June 20, 2017.
 





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.

Date: June 20, 2017
SRC Energy Inc.

By:
/s/ James Henderson    
James Henderson
Chief Financial Officer






EXHIBIT INDEX
 
 
 
 
Exhibit
No.
 
Description
 
 
3.1
 
Second Amended and Restated Articles of Incorporation of SRC Energy Inc. effective as of June 15, 2017.
3.2.1
 
Bylaws of SRC Energy Inc. (including Amendment No. 1 thereto) (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K of SRC Energy Inc. filed on April 22, 2016).
3.2.2
 
Amendment No. 2 to Bylaws of SRC Energy Inc., effective as of June 15, 2017.
99.1
 
Press Release dated June 20, 2017.
 
 
 





SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SYNERGY RESOURCES CORPORATION

Synergy Resources Corporation, changing its name hereby to “SRC Energy Inc.” (the “Corporation”), a corporation organized and existing under the laws of the State of Colorado, hereby certifies as follows:
A. These Second Amended and Restated Articles of Incorporation, which amend and restate the original Articles of Incorporation of the Corporation and all amendments and restatements thereto prior to the date hereof (the “Prior Articles”), have been approved by the Board of Directors of the Corporation (the “Board of Directors”) and the shareholders of the Corporation pursuant to Section 7-110-103 of the Colorado Business Corporation Act.
B. The Prior Articles are hereby amended and restated in their entirety to read as follows:
ARTICLE I.      Name . The name of the Corporation is SRC Energy Inc.

ARTICLE II.      Duration . The Corporation shall have perpetual duration.

ARTICLE III.     Capital Structure .

Section 1.     Authorized Capital . The total number of shares of all classes which the Corporation shall have authority to issue is 310,000,000, of which 10,000,000 shall be Preferred Shares, par value $.01 per share, and 300,000,000 shall be Common Shares, par value $.001 per share, and the designation, preferences, limitations and relative rights of the shares of each class are as set forth below.

Section 2.     Preferred Shares . Shares of Preferred Stock may be divided into such series as may be established, from time to time, by the Board of Directors. The Board of Directors, from time to time, may fix and determine the designation and number of shares of any series and the relative rights and preferences of the shares of any series so established as to distinguish the shares thereof from the shares of all other series. The Board of Directors is also authorized, within limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

Section 3.      Common Shares .

A. The rights of holders of Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors providing for the issuance of one or more series of the Preferred Shares.

B.    The holders of the Common Shares shall be entitled to one vote for each Common Share held by them of record at the time for determining the holders thereof entitled to vote.




ARTICLE IV.      Voting by Shareholders

Section 1.     Cumulative Voting . Cumulative voting shall not be allowed in the election of directors of the Corporation and every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has a right to vote.

Section 2.     Denial of Preemptive Rights . No shareholder of the Corporation shall by reasons of his holding shares of any class or series have any preemptive or preferential rights to purchase or subscribe to any shares of any class or series of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class or series now or hereafter to be authorized, whether or not the issuance of any such shares or notes, debentures, bonds or other securities would adversely affect the dividend or voting rights of such shareholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time, may grant, and at such price as the Board of Directors, in its discretion, may fix; and the Board of Directors, if otherwise authorized by the provisions of these Articles of Incorporation, may issue shares of any class or series of the Corporation or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class or series, without offering any such shares of any class or series either in whole or in part to the existing shareholders of any class or series.

Section 3.     Action by Written Consent . Any action required or permitted by the Colorado Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting if the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted, consent to such action in writing.

Section 4.      Quorum . The presence of one-third of the votes entitled to be cast on any matter by a voting group constitutes a quorum of that voting group for action on the matter.

ARTICLE V.     Limitations on Director Liability . To the fullest extent permitted by the Colorado Business Corporation Act as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, so long as such director acted in good faith.

IN WITNESS WHEREOF, the undersigned has executed these Second Amended and Restated Articles of Incorporation as of this 15th day of June 2017.

SRC ENERGY INC.

By:     /s/ Lynn A. Peterson
Name:     Lynn A. Peterson
Title:     President and Chief Executive Officer


AMENDMENT NO. 2
TO THE BYLAWS
SRC ENERGY INC.
(formerly Synergy Resources Corporation)

This Amendment No. 2 (the “Amendment”) to the Bylaws (the “Bylaws”) of SRC Energy Inc. (formerly known as Synergy Resources Corporation) (the “Company”) is made effective as of June 15, 2017, by the Board of Directors (the “Board”) of the Corporation.

Pursuant to Article VIII of the Bylaws, the Board hereby amends the Bylaws as follows:

1.
Each reference to “Synergy Resources Corporation” in the Bylaws is hereby replaced by a reference to “SRC Energy Inc.”.

Except as provided in this Amendment No. 2, the Bylaws remain in full force and effect.



June 20, 2017
 
A991PRESSRELEASEUPDAT_IMAGE1.JPG

The Company Changes its Name to SRC Energy Inc; Provides Operations Update; Highlights Participation in Upcoming Investor Conferences
DENVER, CO June 20, 2017 (Marketwired)—SRC Energy Inc (NYSE MKT: SRCI) (“SRC” or the “Company”), an oil and gas exploration and production company focused in the Denver-Julesburg Basin, today announces that Synergy Resources Corporation shareholders have approved the change of the Company’s name to SRC Energy Inc., provides an operations update and discloses participation in upcoming investor conferences.
Name Change
At this year’s annual meeting of shareholders, held on June 15, 2017, shareholders approved the proposal to change the Company’s name to SRC Energy Inc. The Company has been doing business as SRC Energy Inc. since March 3, 2017 and as of June 15, 2017 the Articles of Incorporation have been amended, restated and filed with the Colorado Secretary of State.
Operations Update
Pad by Pad Status
Well Count by Zone
 
Pad Name
Lateral Length
Avg. WI
Niobrara
Codell
Status
Kawata
10 ML
69 %
7
3
TIL
Williams
8 ML
100%
6
2
Early Flowback
Orr
12 ML
96%
7
5
Stimulating
Orr State
12 ML
95%
7
5
Stimulating
Goetzel
12 ML
74%
7
5
Stimulating
Hood
12 ML
83%
8
4
WOC
Beebe
12 ML
73%
7
5
Drilling
Leffler
12 LL
85%
7
5
Drilling
WOC – Waiting on completion | TIL – Turned in line
Completions activity on the Evans pad commenced late in 2016 and the 22 wells were completed in tranches of 5 to 6 wells each. Detailed 90-day production totals for the first two tranches are noted below. The first tranche consisted of all long laterals, which averaged 831 barrels of oil equivalent per day per well over the


June 20, 2017
 
A991PRESSRELEASEUPDAT_IMAGE1.JPG

first 90 days of production and now have been on production for approximately 135 days. The second tranche consisted of all extended reach laterals, which averaged 771 barrels of oil equivalent per day per well over the first 90 days of production and have now been on production for approximately 110 days.
Evans Tranche #
Well Count
Avg. Lateral Length
Avg. 90-Day Cum. Prod Per Well (BOE)
Oil %
NGL %
Gas %
Latest 5-Day Avg.* Production Per Well (BOE/D)
Tranche #1
6
~9,300’
74,827
42%
23%
35%
715
Tranche #2
6
~12,000’
69,419
43%
23%
34%
1,141
All production data is 3-stream utilizing a 3.5 gal yield and 25% gas shrink
* 5-day avg from June 11-June 16
On May 2, 2017, the Colorado Oil and Gas Commission issued a Notice to Operators (NTO) to verify the location of all flowlines associated with operated wells and the integrity of those flowlines. SRC has completed all field work associated with the NTO and will file the required paperwork regarding its operations ahead of the June 30, 2017 deadline.

Management Comment
Lynn A. Peterson, Chairman and CEO of SRC commented, “As we progress through the second quarter, our team continues to execute SRC’s two-rig development plan with impressive efficiency. SRC’s acreage offers competitive returns when compared to other U.S. onshore shale plays. We now have 90 days of production for the first two tranches of Evans wells. The first tranche appears to have plateaued after 90 days of production but the second tranche, all of which are two and a half mile laterals, is continuing to ramp up at pressure managed rates even after 90 days. The Evans pads were an exciting test of our team’s capabilities and we are very pleased with the initial performance. We intend to report results from the remaining two tranches in addition to the Weideman Pad when they have each accumulated 90 days of production history.” Mr. Peterson also remarked, “SRC expects to satisfy all requirements from the Notice to Operators in advance of the deadlines with very little impact to our ongoing operations. We will continue with our ongoing plugging program to eliminate legacy vertical wells operated by SRC.”



June 20, 2017
 
A991PRESSRELEASEUPDAT_IMAGE1.JPG

Upcoming Investor Conferences
Presentations provided in conjunction with these events will be available on SRC's website at www.srcenergy.com the morning of the respective presentation. Members of SRC senior management will participate in the following hosted investor events; please refer to the Company’s website for specific presentation dates and attendees:
Wells Fargo Securities West Coast Energy Conference
June 20, 2017 at the Ritz-Carlton in San Francisco, CA
Tudor Pickering Holt & Co Hotter N’ Hell Conference
June 21, 2017 at the Marriott Marquis in Houston, TX
JP Morgan Energy Equity Conference
June 26, 2017 at the Grand Hyatt New York in New York, NY

About SRC Energy Inc.
SRC Energy Inc. is a domestic oil and natural gas exploration and production company with its core area of operations in the Wattenberg Field of the Denver-Julesburg Basin. The Denver-Julesburg Basin encompasses parts of Colorado, Wyoming, Kansas, and Nebraska. The Company's corporate office is located in Denver, Colorado. More company news and information about SRC is available at www.srcenergy.com.
Important Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. The use of words such as "believes", "expects", "anticipates", "intends", "plans", "estimates", "should", "likely", “guidance” or similar expressions indicates a forward-looking statement. Forward-looking statements herein include statements regarding expected future operations. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information. The identification in this press release of factors that may affect the Company's future performance and the


June 20, 2017
 
A991PRESSRELEASEUPDAT_IMAGE1.JPG

accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Factors that could cause the Company's actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: the success of the Company's exploration and development efforts; the price of oil and gas; worldwide economic situation; change in interest rates or inflation; willingness and ability of third parties to honor their contractual commitments; the Company's ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the oil and gas industry for risk capital; the Company's capital costs, which may be affected by delays or cost overruns; costs of production; environmental and other regulations, as the same presently exist or may later be amended; the Company's ability to identify, finance and integrate any future acquisitions; the volatility of the Company's stock price; and the other factors described in the “Risk Factors” sections of the Company’s filings with the Securities and Exchange Commission, all of which are incorporated by reference in this release.

Company Contact:
John Richardson (Investor Relations Manager)
SRC Energy Inc.
Tel 720-616-4308
E-mail: jrichardson@srcenergy.com