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| HK > SEC Filings for HK > Form 8-K on 12-Jun-2009 | All Recent SEC Filings |
12-Jun-2009
Termination of a Material Definitive Agreement, Material Modification to Ri
The information set forth under "Item 3.03. Material Modification to Rights of Security Holders" is incorporated herein by reference.
On June 10, 2009, Petrohawk Energy Corporation (the "Company") accelerated the expiration of the Rights Agreement dated as of October 14, 2008 (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agent"), to June 10, 2009. The Company entered into an amendment to the Rights Agreement (the "Amendment"), which accelerated the final expiration date of the Rights Agreement from October 14, 2009 to the close of business on June 10, 2009, effectively terminating the Rights Agreement as of 5:00 p.m. Houston, Texas time on June 10, 2009. Accordingly, the Rights expired at the close of business on June 10, 2009, and the Rights Agreement has been terminated and is of no further force and effect. The Amendment is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
Pursuant to the terms of the Rights Agreement, each stockholder of record on October 25, 2008 owning Common Stock, $0.001 par value per share, of the Company (the "Common Stock") received a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock. Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $60.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment under certain circumstances and terms specified in the Rights Agreement.
The Company has no present intention of adopting a new plan similar to the Rights Agreement. In the event a new plan was adopted, the Company's present policy would require it to contain a provision that would require a stockholder vote within 12 months of its adoption.
The information set forth in the Company's press release dated June 11, 2009, included herewith as Exhibit 99.1, is incorporated by reference to this Current Report on Form 8-K.
(d) Exhibits. The following exhibits are furnished as part of this current report on Form 8-K:
Exhibit No. Item
4.1 Amendment No. 1 to Rights Agreement, dated as of June 10, 2009,
between Petrohawk Energy Corporation and American Stock Transfer &
Trust Company, LLC, as Rights Agent.
99.1 Press release issued by Petrohawk Energy Corporation dated June 11,
2009.
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