Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 14 2021 - 5:23PM
Edgar (US Regulatory)
As filed with the United States Securities
and Exchange Commission on May 14, 2021
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Registration No. 333-233507
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Registration No. 333-206564
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Registration No. 333-135728
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Registration No. 333-129178
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Registration No. 333-55738
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Registration No. 33-85324
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Registration No. 33-74098
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Registration No. 33-68560
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT
NO. 333-233507
FORM S-8 REGISTRATION STATEMENT
NO. 333-206564
FORM S-8 REGISTRATION STATEMENT
NO. 333-135728
FORM S-8 REGISTRATION STATEMENT
NO. 333-129178
FORM S-8 REGISTRATION STATEMENT
NO. 333-55738
FORM S-8 REGISTRATION STATEMENT
NO. 33-85324
FORM S-8 REGISTRATION STATEMENT
NO. 33-74098
FORM S-8 REGISTRATION STATEMENT
NO. 33-68560
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gulfport Energy
Corporation
(Exact name of registrant as specified in its
charter)
Delaware
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73-1521290
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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3001 Quail Springs Parkway
Oklahoma City, Oklahoma
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73134
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(Address of principal executive offices)
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(Zip code)
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Gulfport Energy Corporation
2019 Amended and Restated Stock Incentive Plan
Gulfport Energy Corporation
2013 Restated Stock Incentive Plan
Gulfport Energy Corporation
2005 Stock Incentive Plan
Gulfport Energy Corporation
1999 Stock Option Plan
(Full title of the plan)
Patrick K. Craine
General Counsel and Corporate Secretary
Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
(Name, address and telephone number, including
area
code, of agent for service)
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Copy to:
Sean T. Wheeler, P.C.
Michael W. Rigdon
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3647
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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þ
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the “Post-Effective
Amendments”) are being filed by Gulfport Energy Corporation (the “Company”) to deregister all securities unsold
under the following Registration Statements on Form S-8 (the “Registration Statements”) filed by the Company with the
Securities and Exchange Commission (the “SEC”):
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●
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Registration Statement No. 333-233507, filed on August 28, 2019, registering 5,000,000 shares of
common stock, par value $0.01 per share of the Company (the “Common Stock”), under the Gulfport Energy Corporation 2019 Amended
and Restated Stock Incentive Plan;
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●
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Registration Statement No. 333-206564, filed on August 25, 2015, registering 4,500,000 shares of Common
Stock, under the Gulfport Energy Corporation 2013 Restated Stock Incentive Plan;
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●
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Registration Statement No. 333-135728, filed on July 12, 2006, registering 4,500,000 shares of Common
Stock, under the Gulfport Energy Corporation Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”);
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●
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Registration Statement No. 333-129178, filed on October 21, 2005, registering 777,269 shares of Common
Stock, under the 2005 Plan;
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Registration Statement No. 333-55738, filed on February 16, 2001, registering 883,386 shares of Common
Stock, under the Gulfport Energy Corporation 1999 Stock Option Plan;
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Registration Statement No. 33-85324, filed on October 14, 1994;
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Registration Statement No. 33-74098, filed on January 3, 1994; and
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Registration Statement No. 33-68560, filed on September 8, 1993.
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As previously disclosed, on November 13, 2020,
the Company and certain of its subsidiaries (together with the Company, the “Debtors”) commenced voluntary cases (the “Chapter
11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of Texas. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re Gulfport Energy Corporation, et al.,
Case No. 20-35562 (DRJ).
As a result of the Chapter 11 Cases, the Company
has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company
in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means
of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements. The Registration Statements
are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness
of each of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (the “Act”), the registrant has duly caused these Post-Effective Amendments to the Registration
Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of
Oklahoma, on May 14, 2021. No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form
S-8 in reliance upon Rule 478 under the Act.
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Gulfport Energy Corporation
(Registrant)
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By:
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/s/ Patrick K. Craine
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Patrick K. Craine
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General Counsel and Corporate Secretary
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2
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