- Current report filing (8-K)
July 13 2011 - 5:01AM
Edgar (US Regulatory)
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 (Date of earliest event reported): July 12, 2011
DELTA PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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0-16203
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84-1060803
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification Number)
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370 17
th
Street
Suite 4300
Denver, Colorado 80202
Registrants telephone number, including area code: (
303) 293-9133
No Change
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At Delta Petroleum Corporations Annual Meeting of Stockholders held on July 12, 2011 at its
offices in Denver, Colorado (the Meeting), Deltas stockholders approved a proposal to effect a
reverse split of Deltas common stock at a ratio of 1-for-10 and a reduction in the number of
authorized shares of common stock available for issuance from 600,000,000 to 200,000,000. On the
same day, Delta filed with the Delaware Secretary of State a Fourth Amendment to the Certificate of
Incorporation of Delta Petroleum Corporation (the Amendment) to effect the reverse stock split
and to decrease the number of authorized shares of Delta common stock, par value $0.01 per share,
to 200,000,000 shares.
The reverse stock split will become effective as of 6:00 a.m., Eastern Daylight Time, on July
13, 2011 (the Effective Time), at which time each ten shares of Deltas common stock, par value
$0.01 per share, issued and outstanding or held by Delta as treasury stock will, automatically and
without any action on the part of the respective holders thereof, be combined and converted into
one share of Delta common stock, par value $0.01 per share. No fractional shares will be issued
and, in lieu thereof, Deltas transfer agent, Corporate Stock Transfer, Inc., will aggregate all
fractional shares and sell them as soon as practicable after the Effective Time at the then
prevailing prices on the open market, on behalf of those stockholders who would otherwise be
entitled to receive a fractional share. After the transfer agents completion of such sale,
stockholders shall receive a cash payment from the transfer agent in an amount equal to their
respective pro rata shares of the total net proceeds of that sale. Deltas transfer agent will
also send instructions to stockholders of record who hold stock certificates regarding the exchange
of old stock certificates for new stock certificates.
Following the reverse stock split, Delta expects to have approximately 28.6 million shares of
common stock outstanding. The reverse stock split will affect all shares of Deltas common stock,
including common stock underlying stock options and convertible notes that are outstanding
immediately prior to the Effective Time.
A conformed copy of Deltas certificate of incorporation, as amended, is filed as Exhibit 3.1
to this Current Report on Form 8-K, and the preceding discussion of Deltas amended certificate of
incorporation is qualified in its entirety by the text of the certificate of incorporation, as
amended, which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Delta stockholders of record at the close of business on May 13, 2011 (the Record Date) were
entitled to vote at the Meeting. Of the 286,027,476 shares of common stock issued and outstanding
as of the Record Date, 225,025,505 shares of common stock (approximately 77%) were present or
represented by proxy at the Meeting. Deltas stockholders elected all of the directors nominated
by Deltas Board of Directors and ratified the appointment of KPMG LLP as Deltas independent
registered public accounting firm for the fiscal year ending December 31, 2011. Deltas
stockholders also approved the reverse stock split and amendment to Deltas Certificate of
Incorporation described in Item 5.03 to this Current Report on Form 8-K and incorporated herein by
reference. Additionally, Deltas stockholders approved, on an advisory basis, the compensation of
Deltas named executive officers and the holding of an advisory stockholder vote on the
compensation of Deltas named executive officers every year.
The final results of the voting on the matters submitted to Deltas stockholders at the
Meeting are as follows:
1. Election of Carl E. Lakey, Kevin R. Collins, Jerrie F. Eckelberger, Jean-Michel Fonck,
Anthony Mandekic, James J. Murren, Jordan R. Smith, and Daniel J. Taylor to one-year terms
on the Board of Directors or until their successors have been duly elected:
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BROKER
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Name
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FOR
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WITHHELD
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NON-VOTE
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Carl E. Lakey
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136,204,472
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2,410,805
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86,410,228
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Kevin R. Collins
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136,543,448
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2,071,829
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86,410,228
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Jerrie F. Eckelberger
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134,851,404
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3,763,873
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86,410,228
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Jean-Michel Fonck
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135,141,042
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3,474,235
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86,410,228
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Anthony Mandekic
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132,970,329
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5,644,948
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86,410,228
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James J. Murren
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114,505,760
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24,109,517
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86,410,228
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Jordan R. Smith
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114,893,087
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23,722,190
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86,410,228
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Daniel J. Taylor
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131,762,451
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6,852,826
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86,410,228
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2. To approve a proposal to effect a reverse split of Deltas Common Stock at a ratio of
1-for-10 and a reduction in the number of authorized shares of Common Stock available for
issuance from 600,000,000 to 200,000,000 by filing a certificate of amendment to Deltas
certificate of incorporation:
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FOR
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AGAINST
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ABSTAIN
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203,959,016
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20,834,443
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232,046
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3. Ratification of the selection of KPMG LLP as Deltas independent registered public
accounting firm for the fiscal year ending December 31, 2011:
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FOR
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AGAINST
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ABSTAIN
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219,899,938
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1,346,273
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3,779,294
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4. To approve, on an advisory basis, the compensation of Deltas named executive officers:
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FOR
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AGAINST
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ABSTAIN
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135,284,714
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3,086,662
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243,901
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5. To approve, on an advisory basis, the frequency of the advisory stockholder vote on
the compensation of Deltas named executive officers:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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133,141,747
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371,191
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4,225,812
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876,527
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Item 8.01 Other Events.
On June 12, 2011, Delta issued a press release announcing the approval by its stockholders of
an amendment of Deltas certificate of incorporation to effect a reverse stock split at an exchange
ratio of 1-for-10, and to reduce the number of authorized shares of common stock from 600,000,000
to 200,000,000. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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No.
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Description
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3.1
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Certificate of Incorporation, as amended
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99.1
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Delta Petroleum Corporation Press Release, dated July 12, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 12, 2011
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Delta Petroleum Corporation
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By:
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/s/ Stanley F. Freedman
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Stanley F. Freedman
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Executive Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
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No.
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Description
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3.1
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Certificate of Incorporation, as amended
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99.1
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Delta Petroleum Corporation Press Release, dated July 12, 2011
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