- Notification that Annual Report will be submitted late (NT 10-K)
March 17 2009 - 4:58PM
Edgar (US Regulatory)
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SEC File Number
1-32533
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CUSIP Number
228834107
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form 10-D
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Form N-SAR
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Form N-CSR
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For
Period Ended: December 31, 2008
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For the Transition Report Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the notification relates to a portion of the following checked above, identify the Item(s)
to which the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant: Crusader Energy Group Inc.
Former Name if Applicable: NA
Address of Principal Executive Office (Street and Number): 4747 Gaillardia Parkway
City, State and Zip Code: Oklahoma City, Oklahoma 73142
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
þ
(a) The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,
Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report
on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
o
(c) The accountants statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
period.
Crusader Energy Group Inc. (the Company) is unable to complete its annual report on Form
10-K for the fiscal year ended December 31, 2008 (the Annual Report), within the prescribed
period without undue effort and expense to the Company because (i) as disclosed in the Companys
Current Report on Form 8-K filed on February 27, 2009, the Company is evaluating and assessing
various financial and strategic alternatives, including addressing its current Borrowing Base
Deficiency (as defined on page 2 in Item 2.04 of the Companys Form 8-K filed with the Securities
and Exchange Commission on February 27, 2009, which definition is incorporated herein by reference)
under the Companys senior credit facility and (ii) the Company erroneously believed that, due to
its transition from the smaller reporting company disclosure rules which allow the Company to
utilize the smaller reporting company disclosure rules for its December 31, 2008, Form 10-K, and
the Companys interpretation of clause (iv) of the definition of accelerated filer under Rule
12b-2 of the Securities Exchange Act of 1934 that it was not an accelerated filer for purposes of
the December 31, 2008, Form 10-K.
As a result of the complex nature of the situation described in clause (i) of the preceding
paragraph and the time demand of management related thereto, as well as the situation described in
clause (ii) of the preceding paragraph, the Company requires additional time to complete its 2008
year end financial statements and finalize its Annual Report.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Roy A. Fletcher, Vice President and Controller
(405) 241-1847
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
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Yes
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No
(3) Is it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings statement to be
included in the subject report or portion hereof?
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Yes
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No
If so: attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The results of operations of the Company have changed significantly from the prior year due to a
business combination completed during 2008, and price fluctuations for oil and natural gas in 2008
as compared to 2007 as well as increased vendor costs and costs of fuel, raw material and labor in
2008. On December 31, 2007, Westside Energy Corporation (Westside), a public company traded on
the American Stock Exchange, entered into a contribution agreement to combine with several
affiliated privately held entities including Knight Energy Group, LLC (Knight), Knight Energy
Group II, LLC, RCH Upland Acquisition, LLC, Hawk Energy Fund I, LLC, Knight Energy Management, LLC,
Crusader Energy Group, LLC and Crusader Management Corporation (collectively, the Crusader
Entities). On June 26, 2008, the business combination contemplated by the contribution agreement
(the Westside Transaction) was completed and Westside changed its name to Crusader Energy Group
Inc. (Crusader or the Company). For accounting purposes, the Westside Transaction was treated
as a reverse acquisition with Knight as the acquirer and Westside and the other Crusader Entities
as the acquired parties. As such, the historical financial statements of Crusader for periods
prior to the June 26, 2008, date of the Westside Transaction are Knights historical financial
statements, which were included in the Companys proxy statement dated May 23, 2008, filed with the
Securities and Exchange Commission (SEC) on May 28, 2008. The Westside Transaction has been
accounted for using the purchase method of accounting and the results of operations for Westside
and the other Crusader Entities are included in the Knight financial statements subsequent to June
26, 2008.
Quantitative comparisons of the results of operations of the Company for the first nine months of
2008 ended September 30, 2008, giving effect to the Westside Transaction and the other factors
described in the first sentence of the preceding paragraph are contained in the Companys Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2008, and September 30, 2008, as filed with
the SEC. The Company will report year end results of operations when it has finalized its 2008
year end financial statements, and, due to the decrease in oil and natural gas prices, the Company
expects to report an impairment to the carrying value of its oil and gas properties in the fourth
quarter.
Crusader Energy Group Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date: March 17, 2009
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By:
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/s/ Roy A. Fletcher
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Name:
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Roy A. Fletcher
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Title:
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Vice President and Controller
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly
authorized representative. The name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the representatives
authority to sign on behalf of the registrant shall be filed with the form.
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