0001725526falseDecember 3100017255262020-10-302020-10-30

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): October 30, 2020 (October 29, 2020)

HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)

Delaware 001-38435 82-3620361
(State or other jurisdiction of
incorporation or organization) 		(Commission File Number) (IRS Employer Identification Number)

555 17th Street, Suite 3700
Denver, Colorado 80202
(Address of principal executive offices, including zip code)

(303) 293-9100
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $.001 par value HPR New York Stock Exchange

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 3.03    Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 29, 2020, HighPoint Resources Corporation (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective as of October 30, 2020 at 12:02 a.m. The Certificate of Amendment effected the previously-announced reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”), and reduced the number of shares of Common Stock authorized to be issued by the Company from 400,000,000 shares to 8,000,000 shares. Fractional shares that resulted from the Reverse Stock Split were canceled and stockholders who would have otherwise held fractional shares as a result of the Reverse Stock Split will be entitled to receive cash in lieu of such fractional shares.

A copy of the Certificate of Amendment, as filed with the Delaware Secretary of State, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure

On October 30, 2020, the Company issued a press release announcing the completion of the Reverse Stock Split and that the Company’s Common Stock would begin trading on a split-adjusted basis on the New York Stock Exchange (“NYSE”) at the market open on October 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01, including the information set forth in Exhibit 99.1, 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 of Exhibits
3.1
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: October 30, 2020 HIGHPOINT RESOURCES CORPORATION
By: /s/ Kenneth A. Wonstolen
Kenneth A. Wonstolen
Senior Vice President - General Counsel; and Secretary


Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HIGHPOINT RESOURCES CORPORATION


Pursuant to Section 242 of
the General Corporation Law of the
State of Delaware

HIGHPOINT RESOURCES CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each 50 shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below. No fractional shares shall be issued at the Effective Time and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.

SECOND: Upon the Effective Time, paragraph (A) of the Fourth Article of the Corporation’s Amended and Restated Certificate of Incorporation, relating to the capital structure of the Corporation, is hereby amended to read in its entirety as set forth below:
Classes of Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 83,000,000, consisting of 8,000,000 shares of Common Stock, par value of $0.001 per share (the “Common Stock”), and 75,000,000 shares of Preferred Stock, par value of $0.001 per share (the “Preferred Stock”).

THIRD: This Certificate of Amendment shall become effective as of October 30, 2020 at 12:02 a.m.

FOURTH: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions at a meeting of the Board of Directors held on February 21, 2020, in accordance with the provisions of Section 141(b) of the DGCL, setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. The annual meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on April 28, 2020, at which meeting


the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment.




HIGHPOINT RESOURCES CORPORATION
By: /s/ R. Scot Woodall
Name: R. Scot Woodall
Title: Chief Executive Officer

HPLOGO31.JPG
Press Release

For immediate release

Company contact: Larry C. Busnardo, Vice President, Investor Relations, 303-312-8514

HighPoint Resources Announces Completion of Reverse Stock Split

DENVER - October 30, 2020 - HighPoint Resources Corporation (the "Company") (NYSE: HPR) today announced the completion of the Company’s 1-for-50 reverse stock split of its common stock. The reverse split became effective at 12:02 a.m. Eastern Time on October 30, 2020 and the Company’s common stock will begin trading on a split-adjusted basis on the New York Stock Exchange at the market open today. As a result of the reverse stock split, every fifty pre-split shares of common stock outstanding has become one share of post-split common stock. Fractional shares that resulted from the reverse stock split were canceled and stockholders who would have otherwise held fractional shares as a result of the reverse stock split will be entitled to receive cash in lieu of such fractional shares.

The trading symbol for the Company’s common stock remains “HPR” and the new CUSIP number for the common stock following the reverse stock split is 43114K 207.

ABOUT HIGHPOINT RESOURCES CORPORATION

HighPoint Resources Corporation (NYSE: HPR) is a Denver, Colorado based company focused on the development of oil and natural gas assets located in the Denver-Julesburg Basin of Colorado. Additional information about the Company may be found on its website at www.hpres.com.