Item 7.01. Regulation FD Disclosure.
On May 14, 2020, the Company issued a press release announcing the Board's approval of the implementation of the Reverse Stock Split and the related Authorized Share Reduction. A copy of the press release is attached hereto as Exhibit 99.1.
All statements in the press release, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Forward-looking statements involve risks, assumptions and uncertainties, including, but not limited to, the timing of the Reverse Stock Split, a determination by the Board not to promptly implement or to abandon the Reverse Stock Split in its discretion, the potential benefits of the Reverse Stock Split, including but not limited to continued listing on the New York Stock Exchange ("NYSE"), the potential for a higher stock price, the possibility that the Reverse Stock Split may not have its intended effects and that factors unrelated to the Reverse Stock Split may impact the per share trading price of the Company's Common Stock. See the Company's Annual Report on Form 10-K for the year ended December 31, 2019, and its Quarterly Report on Form 10-Q for the period ended March 31, 2020 and its other filings with the Securities and Exchange Commission for a discussion of risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.
On May 14, 2020, after receiving stockholder approval of an amendment to the Company's Certificate of Incorporation to effect, at the discretion of the Board, the Reverse Stock Split and the Authorized Share Reduction, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-20 currently outstanding shares of Common Stock, and the related corresponding Authorized Share Reduction from 450,000,000 to 22,500,000 authorized shares of Common Stock.
The Reverse Stock Split and the Authorized Share Reduction will become effective upon the date and time set forth in the stockholder-approved amendment to the Company’s Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware, which the Company expects will be on or about June 1, 2020. When the Reverse Stock Split becomes effective, 20 issued shares of Common Stock, will be combined into one share of Common Stock. In addition, when the Authorized Share Reduction becomes effective, the number of authorized shares of Common Stock will be decreased from 450,000,000 to 22,500,000. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders otherwise entitled to receive a fractional share as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional shares. In addition, the aggregate number of equity-based awards that remain available to be granted under the Company’s equity compensation plans will be decreased proportionately and proportionate adjustments will be made to the per-share exercise price, share-based vesting criteria and the number of shares issuable upon the exercise of the Company's outstanding stock options, as well as to the number of shares that would be owned upon vesting and settlement of restricted stock awards, performance unit awards and other equity-based awards.
The Reverse Stock Split is intended to increase the market price of the Company's Common Stock in order to regain full compliance with the NYSE continued listing standards and to maintain the Company's listing on the NYSE. As previously announced, the Company can regain compliance under the NYSE rules if, as of the last trading day of any calendar month during the cure period ending December 5, 2020, the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company anticipates the effects of the Reverse Stock Split will be sufficient to regain compliance with the NYSE continued listing standards.
If the Reverse Stock Split becomes effective, the Common Stock will continue to trade, on a split-adjusted basis, on the NYSE under the symbol "LPI," although a new CUSIP number will be assigned as a result of the Reverse Stock Split.
The information regarding forward-looking statements set forth in Item 7.01 above, as applicable to the statements in this Item 8.01, is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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