SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
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[x] Definitive Information Statement
Gulfport Energy Corporation
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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GULFPORT ENERGY CORPORATION
14313 NORTH MAY, SUITE 100
OKLAHOMA CITY, OK 73134
TO THE STOCKHOLDERS OF GULFPORT ENERGY CORPORATION:
Gulfport Energy Corporation (the "Company") has obtained the written consent of
certain of its stockholders of record as of January 23, 2004 to approve two
amendments to the Company's Certificate of Incorporation, (i) increasing the
authorized number of shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), from 15,000,000 to 20,000,000 shares and (ii)
increasing the authorized number of shares of the Company's preferred stock, par
value $0.01 per share (the "Preferred Stock"), from 1,000,000 to 5,000,000
shares. These amendments have been approved by the Company's Board of Directors
and the holders of more than a majority of shares of Common Stock outstanding.
YOUR CONSENT IS NOT REQUIRED AND IS NOT BEING SOLICITED IN CONNECTION WITH THIS
ACTION. Pursuant to Section 228 of the Delaware General Corporation Law, you are
hereby being provided with notice of the approval by less than unanimous written
consent of the Company's stockholders of the foregoing amendments to the
Company's Certificate of Incorporation. Pursuant to the Securities Exchange Act
of 1934, as amended, you are being furnished an information statement relating
to this action with this letter.
By order of the Board of Directors
/s/ Mike Liddell
----------------------------------
Chairman of the Board of Directors
GULFPORT ENERGY CORPORATION
14313 NORTH MAY, SUITE 100
OKLAHOMA CITY, OK 73134
INFORMATION STATEMENT
This Information Statement is being furnished to the stockholders of
Gulfport Energy Corporation, a Delaware corporation (the "Company"), in
connection with the amendment to the Company's Certificate of Incorporation to
effect an increase in the authorized number of shares of the Company's (i)
common stock, par value $0.01 per share ("Common Stock"), from 15,000,000 to
20,00000 shares, and (ii) preferred stock, par value $0.01 per share ("Preferred
Stock"), from 1,000,000 to 5,000,000 shares (collectively, the "Amendment").
The Board of Directors and persons owning the majority of the
outstanding capital stock of the Company have adopted, ratified and approved a
resolution to effect the Amendment, as required under the Delaware General
Corporation Law and the Company's Restated Certificate of Incorporation and
Bylaws. In accordance with the regulations of the Securities and Exchange
Commission (the "Commission"), the stockholders' consent will become effective
approximately 21 days following the distribution of this Information Statement
to the Company's stockholders. It is expected that the Amendment to the
Certificate of Incorporation will become effective on or about March 16, 2004
upon its filing with the Secretary of State of the State of Delaware.
THE APPROXIMATE DATE ON WHICH THIS INFORMATION STATEMENT IS FIRST BEING SENT OR
GIVEN TO STOCKHOLDERS IS FEBRUARY 25, 2004 TO THE HOLDERS OF THE COMPANY'S
COMMON STOCK AS OF THE CLOSING BUSINESS ON THE RECORD DATE.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The form of Certificate of Amendment to the Company's Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
is attached hereto as Exhibit A.
The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on January 23, 2004 as
the record date (the "Record Date") for the determination of holders of Common
Stock of the Company who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended, and Rule 14c and
Schedule 14C thereunder.
VOTING SECURITIES
As of the date of the Consent by a Majority of the Stockholders,
January 23, 2004, the Company had 10,146,566 shares of Common Stock issued and
outstanding. Each share of outstanding Common Stock was, and still is, entitled
to one vote on matters submitted for Stockholder approval.
On January 23, 2004, the holders of 7,263,180 shares (or approximately
71.6% of the shares of Common Stock then outstanding) executed and delivered to
the Company a written consent approving the Amendment. Since the Amendment has
been approved by the holders of the required majority of Common Stock, no
proxies are being solicited with this Information Statement.
Holders of the Company's Cumulative Preferred Stock, Series A, par
value $0.01 per share, do not have any voting rights with respect to the
Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of January 23, 2004 by (i) each
person who is known by the Company to own of record or beneficially more than 5%
of the outstanding Common Stock, (ii) each of the Company's directors and
executive officers, and (iii) all directors and executive officers of the
Company as a group.
JANUARY 23, 2004
BENEFICIAL OWNERSHIP
NAME AND ADDRESS(1) SHARES PERCENTAGE(2)
- ------------------- ------ -------------
Mike Liddell (3)
14313 N. May Avenue, Suite 100
Oklahoma City, OK 73134 1,108,325 10.9%
Charles E. Davidson (4)(5)(6)
411 West Putnam Avenue
Greenwich, CT 06830 6,154,855 60.7%
Peter M. Faulkner (7)
767 Third Avenue, Fifth floor
New York, NY 10017 777,3884 7.7%
Lisa Holbrook
14313 N. May Avenue, Suite 100
Oklahoma City, OK 73134 * *
Michael G. Moore
14313 N. May Avenue, Suite 100
Oklahoma City, OK 73134 * *
Robert Brooks
343 3rd Street, Suite 205
Baton Rouge, LA 70801 * *
David Houston
1120 NW 63rd, Suite 360
Oklahoma City, OK 73116 * *
Mickey Liddell
3400 Riverside Drive, Suite 700
Burbank, CA 91505 * *
All executive officers and
directors as a group (10 individuals) 1,108,325 10.9%
- ----------
* Less than 1.0%
(1) Unless otherwise indicated, each person or group has sole voting power
with respect to all listed shares.
(2) Each listed person's percentage ownership is determined by assuming that
options, warrants and other convertible securities that are held by such
person and that are exercisable or convertible within sixty (60) days
have been exercised.
(3) Includes shares of Common Stock held of record by Liddell Investments,
L.L.C. Mr. Liddell is the sole member of Liddell Investments, L.L.C. Mr.
Liddell owns 712,416 shares of Common Stock and has 396,179 options that
could be exercised by Mr. Liddell.
(4) Includes 3,574,722 shares of Common Stock held by CD Holding, L.L.C. and
784,273 shares of Common Stock held in an IRA for Mr. Davidson. Mr.
Davidson is the sole member of CD Holding, L.L.C. Mr. Davidson is the
Chairman and controlling member of Wexford Management, L.L.C. Mr.
Davidson disclaims beneficial ownership of the 1,795,860 shares owned by
the Wexford Entities (as defined below). However, Mr. Davidson controls
61% of the issued stock of Gulfport. As a result, Mr. Davidson is able to
influence significantly and possibly control matters requiring approval
of the shareholders including the election of directors.
(5) Includes 1,795,860 shares of Common Stock owned by the following
investment funds (the "Wexford Entities") that are affiliated with
Wexford Management: Wexford Special Situations 1996, L.P.; Wexford
Special Situations 1996 Institutional, L.P.; Wexford Special Situations
1996, Limited; Wexford-Euris Special
Situations 1996, L.P.; Wexford Spectrum Investors, L.L.C.; Wexford
Capital Partners II, L.P.; Wexford Overseas Partners I, L.P.
(6) Does not include 2,022,743 warrants held by the following investment
funds that are affiliated with Wexford Management: Wexford Special
Situations 1996, Limited; Wexford-Euris Special Situations 1996, L.P.;
Wexford Spectrum Investors, L.L.C.; Wexford Capital Partners II, L.P.;
Wexford Overseas Partners I, L.P.
(7) Includes shares of Common Stock owned by the following investment funds:
PMF Partners, L.L.C., Rumpere Capital, L.P., and Rumpere Capital Fund,
Ltd.
OPPOSITION TO MATTERS TO BE ACTED UPON
The Company's stockholders have no right under the Delaware General
Corporation Law, the Company's Certificate of Incorporation or By-Laws to
dissent from any of the provisions adopted in the Amendment.
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
AND PREFERRED STOCK
On January 23, 2004 the Company's Board of Directors adopted
resolutions proposing, and as of January 23, 2004, the holders of record of more
than a majority of the outstanding shares of Common Stock approved the Amendment
increasing the number of authorized shares of Common Stock from 15,000,000
shares to 20,000,000 shares and the number of authorized shares of Preferred
Stock from 1,000,000 to 5,000,000.
The general purpose and effect of the amendment to the Company's
Restated Certificate of Incorporation was to authorize 5,000,000 additional
shares of Common Stock and 4,000,000 additional shares of Preferred Stock. The
Board of Directors believed that it was prudent to have the additional shares of
Common Stock and Preferred Stock available for general corporate purposes,
including acquisitions, equity financings, stock dividends, stock splits or
other recapitalizations, and grants of stock options. The Company is not
currently contemplating any specific acquisitions or equity financings; however,
it needs to increase its authorized Preferred Stock in order to increase the
number of shares of Preferred Stock designated Cumulative Preferred Stock,
Series A, par value $0.01 per share (the "Series A Preferred Stock"), from
15,000 to 30,000 shares, to enable the Company to pay dividends payable to
holders of its Series A Preferred Stock in accordance with dividend provisions
of the Series A Preferred Stock which provide for the payment by the Company of
a 12% per annum cumulative cash dividend, payable quarterly commencing on June
30, 2002 or, with respect to dividends payable with respect to periods ending on
or prior to March 31, 2004, the Company has the right to satisfy the payment of
such quarterly dividends through the issuance of shares of Series A Preferred
Stock a combination of cash and such shares provided that the liquidation
preference of such dividended shares plus any cash paid in combination
therewith, shall equal 125% of the dividend otherwise payable in cash, which
results in an effective dividend rate when paid in whole or in part by the
issuance of Series A Preferred Stock, of 15% per annum.
The Board of Directors of the Company approved such increase in the
number of authorized shares of Series A Preferred Stock to be effected upon the
filing of an amendment to the Certificate of Designations, Preferences and
Relative Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of the Series A Preferred
Stock, to occur promptly upon the filing and effectiveness of the Amendment.
Upon the effectiveness of such filing, the Company shall issue an aggregate of
12,071 shares of Series A Preferred Stock in satisfaction of its accumulated
dividend payment obligations for the quarter ended June 30, 2002 and each
quarter thereafter through December 31, 2003.
The increase in the authorized number of shares of Common Stock and
Preferred Stock could have an anti-takeover effect. If the Company's Board of
Directors desires to issue additional shares of either Common Stock or Preferred
Stock in the future, such issuance could be made by the Board of Directors
without the consent of the stockholders and could dilute the voting power of a
person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.
EFFECTIVE DATE OF THE AMENDMENT
The Amendment will become effective when the Certificate of Amendment
of Certificate of Incorporation, a copy of which is attached hereto as Exhibit
A, is filed with the Secretary of State of the State of Delaware, which is
expected to be on or about March 16, 2004. Holders of the Company's Common Stock
and the Preferred Stock do not and will not have preemptive rights pursuant to
the Company's Certificate of Incorporation, as amended.
By order of the Board of Directors
/s/ Mike Lidell
----------------------------------
Chairman of the Board of Directors
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
GULFPORT ENERGY CORPORATION
GULFPORT ENERGY CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: The name of the corporation is Gulfport Energy Corporation. The
Corporation was originally incorporated under the name "WRT Energy Corporation"
and the original Certificate of Incorporation of the corporation was filed with
the Secretary of State of the State of Delaware on June 20, 1997. A Restated
Certificate of Incorporation amending the original Certificate of Incorporation
to opt the Corporation out of Section 203 of the Delaware General Corporation
Law was filed with the Secretary of State of the State of Delaware on July 11,
1997. A certificate of amendment changing the Corporation's name to "Gulfport
Energy Corporation" was filed with the Secretary of State of the State of
Delaware on March 30, 1998.
SECOND: The Board of Directors of the Corporation (the "Board") duly
adopted the following resolutions with respect to the amendment of the Second
Amended and Restated Certificate of Incorporation of the Corporation, by
unanimous written consent of the Board in lieu of a meeting dated as of January
23, 2004 (the "Board Consent"), in accordance with the provisions of Sections
141 and 242 of the General Corporation Law of the State of Delaware:
"RESOLVED, that the Board deems it in the best interests of
the Corporation to amend the Certificate of Incorporation of
the Corporation, filed with the Secretary of State of the
State of Delaware (the "Charter"), in order to, among other
things (i) increase from 15,000,000 to 20,000,000 the number
of shares of Common Stock that the Corporation is authorized
to issue, and (ii) increase from 1,000,000 to 5,000,000 the
number of shares of Preferred Stock, par value US$0.01 per
share that the Corporation is authorized to issue;
RESOLVED, that (i) the form, terms and provisions of the
proposed amendment to the Charter (a copy of which is attached
hereto as Exhibit A) (the "Charter Amendment"), (ii) the
execution of the Charter Amendment and the filing thereof with
the Secretary of State of the State of Delaware, (iii) the
Corporation's performance of its obligations
thereunder, and (iv) the consummation by the Corporation of
the transactions contemplated thereby be, and they hereby are,
authorized and approved in all respects, and the Proper
Officers be, and each of them, acting individually, hereby is,
authorized and empowered, in the name and on behalf of the
Corporation, to execute and file the Charter Amendment with
the Secretary of State of the State of Delaware following the
approval thereof by the stockholders of the Corporation;".
THIRD: The form of the amendment to the Certificate of Incorporation of
the Corporation attached to the Board Consent as Exhibit A, and approved in the
resolutions of the Board made in the Board Consent, is attached as Exhibit A to
this Certificate of Amendment, and is made a part hereof.
FOURTH: The execution and filing of this Certificate of Amendment was
duly approved by written consent of the stockholders of the Corporation in lieu
of a meeting as of January 23, 2004, in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Gulfport Energy Corporation has caused this
certificate to be executed by Mike Liddell, its Chief Executive Officer and duly
authorized officer, as of March __, 2004.
GULFPORT ENERGY CORPORATION
By:
--------------------------------
Name: Mike Liddell
Title: Chief Executive Officer
EXHIBIT A
CHARTER AMENDMENT
(1) The first paragraph of Article Four of the Restated Certificate of
Incorporation, as amended and as filed with the Secretary of State of the State
of Delaware on June 20, 1997, as amended on July 11, 1997 and further on March
30, 1998 (the "Certificate of Incorporation"), is hereby amended and restated in
its entirety to read as follows:
"The Corporation is hereby authorized to issue a total of twenty five million
(25,000,000) shares of capital stock which shall be subdivided into classes as
follows:"
(2) The first sentence of subparagraph (a) of Article IV is hereby amended and
restated in its entirety to read as follows:
"Twenty million (20,000,000) shares of the Corporation's capital stock shall be
denominated as Common Stock, have a par value of $0.01 per share, and have the
rights, powers and preferences set forth in this paragraph."
(2) The first sentence of subparagraph (b) of Article IV is hereby amended and
restated in its entirety to read as follows:
"Five Million (5,000,000) shares of the Corporation's authorized capital stock
shall be denominated as Preferred Stock, par value $0.01 per share."
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