UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
February 10, 2011
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-14039
(Commission File Number)
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64-0844345
(I.R.S. Employer
Identification Number) |
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 1 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2011, Callon Petroleum Company (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with Johnson Rice & Company L.L.C., as representative of
the several underwriters named therein (collectively, the Underwriters), providing for the offer
and sale in a firm commitment offering of 9,000,000 shares of the Companys common stock, par value
$0.01 per share (the Common Stock), at a public offering price of $7.75 per share of Common
Stock. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option
to purchase up to 1,350,000 additional shares of Common Stock at the same price. The offer and sale
of the Common Stock is registered under the Securities Act of 1933, as amended (the Securities
Act), pursuant to a Registration Statement on Form S-3 (File No. 333-148680), which was declared
effective by the Securities and Exchange Commission on April 28, 2008. The Company expects the
transaction to close on or about February 16, 2011.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities. The foregoing
description of the Underwriting Agreement is qualified by reference to the complete document, which
is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On February 11, 2011 the Company issued a press release announcing that it had priced the
offering of the 9,000,000 shares of Common Stock. A copy of the press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Title of Document |
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1.1 |
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Underwriting Agreement dated as of February 10, 2011 between
Callon Petroleum Company and Johnson Rice & Company L.L.C., as
representative of the several underwriters named therein. |
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5.1 |
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Opinion of Haynes and Boone, LLP. |
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23.1 |
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Consent of Haynes and Boone, LLP (included in Exhibit 5.1 hereto). |
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99.1 |
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Press release dated February 11, 2011. |