UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BONANZA CREEK ENERGY, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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61-1630631
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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410 17
th
Street, Suite 1400
Denver,
Colorado 80202
(Address
of principal executive offices, including zip code)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Common
Stock, $0.01 par value per share
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New
York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box ☑
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check
the following box. ☐
Securities Act registration statement
file number to which this form relates:
Not applicable
Securities to be registered pursuant
to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s
Securities to be Registered.
General
As previously
reported, January 4, 2017, Bonanza Creek Energy, Inc. (the “Company”) and all of its subsidiaries (collectively, the
“Debtors”) filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code in
the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and on April 7, 2017, the
Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtor’s Third Amended Joint Prepackaged
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated April 6, 2017 (the “Plan”). A copy of the Plan
is incorporated by reference in Exhibit 99.1 hereto. On the date hereof (the “Effective Date”), the Company satisfied
the conditions of the Confirmation Order and the Plan became effective.
Pursuant
to the Plan, on the Effective Date, the Company created new common stock, par value $0.01 per share (the “Common Stock”)
and will issue 20,346,294 shares of Common Stock pursuant to the Plan. This registration statement registers under Section 12(b)
of the Securities Exchange Act of 1934, as amended, the Common Stock to be issued pursuant to the Plan. The Company has applied
to list the Common Stock on the New York Stock Exchange under the symbol of “BCEI.”
Also on
the Effective Date, the Company filed its Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)
with the Secretary of State of the State of Delaware and adopted its Fourth Amended and Restated Bylaws (the “Bylaws”).
The following description of the Common Stock does not purport to be complete and is subject to and qualified by the full terms
of the Certificate of Incorporation and the Bylaws, copies of the forms of which are attached to this registration statement as
Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference. Additionally, the General Corporation Law
of the State of Delaware (the “DGCL”) may contain provisions which affect the capital stock of the Company.
Authorized Capitalization
The Company’s
authorized capital stock consists of 250,000,000 shares, which include 225,000,000 shares of Common Stock and 25,000,000 shares
of preferred stock, par value $0.01 per share (the “Preferred Stock”).
Common Stock
Voting
Rights.
Holders of the Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders.
The holders of the Common Stock do not have cumulative voting rights in the election of directors. The affirmative vote of at
least a majority of our outstanding voting stock will be required to amend or repeal provisions of our Certificate of Incorporation.
Dividend
and Liquidation Rights.
Holders of the Common Stock may receive dividends when, as and if declared by our board of directors
out of funds lawfully available for the payment of dividends. As a Delaware corporation, we may pay dividends out of surplus or,
if there is no surplus, out of net profits for the fiscal year in which a dividend is declared and/or the preceding fiscal year.
Section 170 of the DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend,
capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution
of assets.
The right
of holders of the Common Stock to receive dividends and distributions upon liquidation will be subject to the satisfaction of
any applicable preference granted to the holders of any Preferred Stock that may then be outstanding.
No Preemptive,
Conversion or Redemption Rights.
The Common Stock has no preemptive, conversion or exchange rights and is not subject to further
calls or assessment by us. There are no redemption, retraction, purchase for cancellation or sinking fund provisions applicable
to the Common Stock, nor are there any provisions discriminating against any existing or prospective holder of the Common Stock
as a result of such holder owning a substantial amount of Common Stock.
Preferred Stock
Pursuant
to the DGCL and our Certificate of Incorporation, our board of directors is authorized to provide for the issuance of one
or more series of shares of Preferred Stock having such number of shares, powers, designations, preferences and relative participating,
optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions
thereof without any further vote or action by the stockholders. Shares of Preferred Stock, if issued, would have priority over
shares of Common Stock with respect to dividends and other distributions, including the distribution of our assets upon liquidation.
The issuance of shares of Preferred Stock could decrease the amount of earnings and assets available for distribution to the holders
of shares of Common Stock, could adversely affect the rights and powers, including voting rights, of shares of Common Stock and
could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.
Certain Anti-Takeover Matters
Certificate
of Incorporation and Bylaws.
Our Certificate of Incorporation and Bylaws contain provisions that we describe in the
following paragraphs, which may delay, defer, or prevent a change in control of our company, the removal of our existing management
or directors, or an offer by a potential acquirer to our stockholders, including an offer by a potential acquirer at a price higher
than the market price for the stockholders’ shares.
Among other
things, our Certificate of Incorporation and Bylaws:
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establish
advance notice procedures with regard to stockholder proposals relating to the nomination
of candidates for election as directors or new business to be brought before meetings
of our stockholders. These procedures provide that notice of stockholder proposals must
be timely given in writing to our corporate secretary prior to the meeting at which the
action is to be taken. Generally, to be timely, notice must be received at our principal
executive offices not less than 120 days and not more than 150 days prior to the first
anniversary date of the annual meeting for the preceding year. Our Bylaws specify the
requirements as to form and content of all stockholders’ notices. These requirements
may preclude stockholders from bringing matters before the stockholders at an annual
or special meeting;
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provide
our board of directors the ability to authorize undesignated Preferred Stock. This ability
makes it possible for our board of directors to issue, without stockholder approval,
Preferred Stock with voting or other rights or preferences that could impede the success
of any attempt to change control of us;
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provide
that the authorized number of directors may be changed only by resolution of the board
of directors;
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provide
that all vacancies, including newly created directorships, may, except as otherwise required
by law, be filled by the affirmative vote of a majority of directors then in office,
even if less than a quorum;
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provide
that stockholders may only act at a duly called meeting and may not act by written consent
in lieu of a meeting;
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provide
that stockholders are not permitted to call special meetings of stockholders. Only our
board of directors, Chairperson, Chief Executive Officer and President are permitted
to call a meeting of stockholders; and
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provide
that our board of directors may alter or repeal our Bylaws or approve new bylaws without
further stockholder approval.
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Delaware
Anti-Takeover Law
. Our company is a Delaware corporation subject to the provisions of Section 203 of the DGCL, an anti-takeover
law. In general, Section 203 prohibits a publicly held Delaware corporation from
engaging
in a “business combination” with an “interested stockholder” for a period of three years after the date
of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed
manner.
Section
203 defines a “business combination” as a merger, asset sale or other transaction resulting in a financial benefit
to the interested stockholders. Section 203 defines an “interested stockholder” as a person who, together with
affiliates and associates, owns, or, in some cases, within three years prior, did own, 15% or more of the corporation’s
voting stock. Under Section 203, a business combination between us and an interested stockholder is prohibited unless:
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our
board of directors approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder prior to the date the person attained
the status;
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upon
consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
at the time the transaction commenced, excluding, for purposes of determining the number
of shares outstanding, shares owned by persons who are directors or officers and issued
pursuant to employee stock plans, under which employee participants do not have the right
to determine confidentially whether shares held under the plan will be tendered in a
tender or exchange offer; or
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the
business combination is approved by our board of directors on or subsequent to the date
the person became an interested stockholder and authorized at an annual or special meeting
of the stockholders by the affirmative vote of the holders of at least 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.
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This provision
has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging
takeover attempts that might result in a premium over the market price for the shares of the Common Stock. With approval of our
stockholders, we could amend our Certificate of Incorporation in the future to elect not to be governed by the anti-takeover law.
Transfer Agent and Registrar
The transfer
agent and registrar for the Common Stock is Broadridge Investor Communications Solutions, Inc.
Item 2. Exhibits.
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Exhibit
No.
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Description
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2.1
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Debtors’ Third
Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated April 6, 2017 (incorporated
by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on April 7, 2017).
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3.1*
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Third Amended and Restated Certificate of Incorporation of Bonanza Creek Energy, Inc.
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3.2*
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Fourth Amended
and Restated Bylaws of Bonanza Creek Energy, Inc.
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99.1
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Order Confirming
Debtors’ Third Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on April 7,
2017 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 7, 2017).
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, hereunto duly authorized.
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BONANZA
CREEK ENERGY, INC.
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Date: April 28,
2017
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By:
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/s/
RICHARD J. CARTY
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Richard J. Carty
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President,
Chief Executive Officer and Director
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Debtors’ Third
Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated April 6, 2017 (incorporated
by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on April 7, 2017).
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3.1*
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Third Amended and Restated Certificate of Incorporation of Bonanza Creek Energy, Inc.
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3.2*
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Fourth Amended
and Restated Bylaws of Bonanza Creek Energy, Inc.
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99.1
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Order Confirming
Debtors’ Third Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on April 7,
2017 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 7, 2017).
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