As
filed with the Securities and Exchange Commission on November 25,
2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
GEORESOURCES,
INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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84-0505444
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
employer
identification
no.)
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110
Cypress Station Drive, Suite 220
Houston,
Texas 77090
(281)
537-9920
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Frank
A. Lodzinski, Chief Executive Officer
110
Cypress Station Drive, Suite 220
Houston,
Texas 77090
(281)
537-9920
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
The
Commission is requested to send copies of all communications to:
Reid
A. Godbolt, Esq.
Jones &
Keller, P.C.
World
Trade Center
1625
Broadway, 16
th
Floor
Denver,
Colorado 80202
Telephone:
(303) 573-1600
Facsimile:
(303) 573-0769
Approximate
date of commencement of proposed sale to the public: as soon as possible after
this registration statement becomes effective as determined by market conditions
and other factors.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
x
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(Do
not check if a smaller reporting
company)
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Calculation
of Registration Fee
Title
of Securities
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Aggregate
offering price (1)(2)
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Amount
of registration fee (2)
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Common
Stock
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$
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100,000,000
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$
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3,930
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Preferred
Stock
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Depositary
Shares
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Debt
Securities
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Warrants
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Total
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$
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100,000,000
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$
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3,930
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(1)
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There
is being registered hereunder an indeterminate number of shares of common
stock and preferred stock, depositary shares, debt securities and warrants
that may be issued by the Registrant at various times and at indeterminate
prices, with a total offering price not to exceed $100,000,000. Pursuant
to Rule 416 under the Securities Act of 1933 (the “Securities Act”)
the shares being registered hereunder include such indeterminate number of
shares of common stock and preferred stock as may be issuable by the
Registrant with respect to the shares being registered hereunder as a
result of stock splits, stock dividends or similar transactions, as well
as related preferred stock purchase rights.
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Pursuant
to Rule 457(i) under the Securities Act, the shares being registered
hereunder include:
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Such
indeterminate number of shares of common stock as may be issuable by the
Registrant upon conversion or exchange of any preferred stock, depositary
shares, warrants or debt securities issued under this registration
statement.
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Such
indeterminate number of shares of preferred stock as may be issuable by
the Registrant upon conversion or exchange of any preferred stock,
depositary shares, warrants or debt securities issued under this
registration statement.
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An
indeterminable number of depositary shares of the Registrant as may be
sold from time to time by the Registrant, such depositary shares will be
evidenced by depositary receipts issued pursuant to a deposit agreement.
Pursuant to Rule 457(i) under the Securities Act, the depositary shares
being registered hereunder include such indeterminate number of depositary
shares as may be issuable by the Registrant upon conversion or exchange of
any preferred stock, depositary shares, warrants or debt securities issued
by the Registrant under this registration statement.
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An
indeterminable principal amount of debt securities of the Registrant as
may be sold from time to time by the Registrant. If any debt securities
are issued at an original issue discount, then the offering price shall be
in such greater principal amount at maturity as shall result in aggregate
gross proceeds to the Registrant not to exceed $100,000,000, less the
gross proceeds attributable to any securities previously issued pursuant
to this registration statement. Pursuant to Rule 457(i) under the
Securities Act, the debt securities being registered hereunder include
such indeterminate principal amount of debt securities as may be issuable
by the Registrant upon conversion or exchange of any warrants issued under
this registration statement.
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An
indeterminate number of warrants to purchase common stock, preferred
stock, depositary shares or debt securities of one or more series.
Pursuant to Rule 457(i) under the Securities Act, the warrants being
registered hereunder include such indeterminate number of warrants as may
be issuable by the Registrant upon conversion or exchange of any preferred
stock or debt securities issued by the Registrant under this registration
statement.
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In
no event will the aggregate offering price of all securities issued by the
Registrant from time to time pursuant to this registration statement
exceed $100,000,000, excluding accrued interest, if any, on any debt
securities issued under this registration statement. The securities
registered by the Registrant hereunder may be sold separately or with
other securities registered hereunder.
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(o) under the Securities Act of 1933, as
amended.
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The
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state or jurisdiction where the offer or sale is
prohibited.
Subject
to Completion, dated November 25, 2008
PROSPECTUS
$100,000,000
Common
Stock
Preferred
Stock
Depositary
Shares
Debt
Securities
Warrants
We may offer and sell an indeterminate
number of shares of our common stock, preferred stock, depositary shares, debt
securities and warrants from time to time under this prospectus. We may offer
these securities separately or as units, which may include combinations of the
securities. We will describe in a prospectus supplement the securities we are
offering and selling, as well as the specific terms of the
securities.
We may offer these securities in
amounts, at prices and on terms determined at the time of offering. We may sell
the securities directly to you, through agents we select, or through
underwriters and dealers we select. If we use agents, underwriters or dealers to
sell the securities, we will name them and describe their compensation in a
prospectus supplement.
Our
common stock is quoted on The NASDAQ Global Market under the symbol “GEOI.” On
November 24, 2008, the last reported sale price of our common stock was $7.49
per share.
We may
amend or supplement this prospectus from time to time by filing amendments or
supplements as required. You should read this entire prospectus and any
amendments or supplements carefully before you make your investment
decision.
Investing in our securities involves
certain risks. See “Risk Factors” beginning on page 6 of this prospectus and in
the applicable prospectus supplement for certain risks you should consider. You
should read the entire prospectus carefully before you make your investment
decision.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus
is ,
2008.
TABLE
OF CONTENTS
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Page
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FORWARD-LOOKING
STATEMENTS
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1
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ABOUT
THIS PROSPECTUS
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1
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INFORMATION
ABOUT GEORESOURCES, INC.
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5
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RISK
FACTORS
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6
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USE
OF PROCEEDS
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7
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RATIO
OF EARNINGS TO FIXED CHARGES
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7
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PLAN
OF DISTRIBUTION
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7
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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9
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LEGAL
MATTERS
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11
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EXPERTS
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11
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TRANSFER
AGENT AND REGISTRAR
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11
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INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
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11
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
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12
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You
should rely on the information contained in this prospectus. We have not
authorized anyone to provide you with information different from that contained
in this prospectus. Offers to sell the securities will be made only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of the
securities.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this prospectus are not statements of historical fact
and constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act (the “Act”), including, without limitation, the
statements specifically identified as forward-looking statements within this
prospectus. Many of these statements contain risk factors as well. In addition,
certain statements in future filings by the Company with the Securities and
Exchange Commission, in press releases, and in oral and written statements made
by or with the approval of the Company which are not statements of historical
fact constitute forward-looking statements within the meaning of the Act.
Examples of forward-looking statements, include, but are not limited to:
(i) projections of revenues, income or loss, earnings or loss per share,
the payment or non-payment of dividends, capital structure, and other financial
items, (ii) statements of our plans and objectives or our management or
Board of Directors including those relating to planned development of our oil
and gas properties, (iii) statements of future economic performance and
(iv) statements of assumptions underlying such statements. Words such as
“believes,” “anticipates,” “expects,” “intends,” “targeted,” “may,” “will” and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made to reflect the occurrence of unanticipated
events.
ABOUT
THIS PROSPECTUS
This is
only a summary and does not contain all of the information that you should
consider before investing in our common stock. You should read the entire
prospectus carefully, including the “Risk Factors” section as well as the
information incorporated by reference into this prospectus under “Where You Can
Find More Information.”
In this
prospectus, the terms “company,” “we,” “us,” and “our” refer to GeoResources,
Inc., a Colorado corporation, including our wholly owned
subsidiaries.
This prospectus is part of a
registration statement that we filed with the Securities and Exchange Commission
utilizing a shelf registration process. Under the shelf registration process, we
may offer shares of our common stock, preferred stock, depositary shares,
various series of debt securities and warrants to purchase any of such
securities with a total value of up to $100,000,000 from time to time under this
prospectus at prices and on terms to be determined by market conditions at the
time of offering. This prospectus provides you with a general description of the
securities we may offer. Each time we offer a type or series of securities, we
will provide a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent
applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering price;
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maturity;
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original
issue discount, if any;
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rates
and times of payment of interest, dividends or other payments, if
any;
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redemption,
conversion, exchange, settlement or sinking fund terms, if
any;
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conversion,
exchange or settlement prices or rates, if any, and, if applicable, any
provisions for changes to or adjustments in the conversion, exchange or
settlement prices or rates and in the securities or other property
receivable upon conversion, exchange or settlement;
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ranking;
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restrictive
covenants, if any;
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voting
or other rights, if any; and
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important
federal income tax considerations.
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A prospectus supplement may include a
discussion of risks or other special considerations applicable to us or the
offered securities. A prospectus supplement may also add, update or change
information in this prospectus. If there is any inconsistency between the
information in this prospectus and the applicable prospectus supplement, you
must rely on the information in the prospectus supplement. Please carefully read
both this prospectus and the applicable prospectus supplement together with
additional information described under the heading “Where You Can Find More
Information.” This prospectus may not be used to offer or sell any securities
unless accompanied by a prospectus supplement.
The registration statement containing
this prospectus, including exhibits to the registration statement, provides
additional information about us and the common stock offered under this
prospectus. The registration statement can be read at the SEC website or at the
SEC’s public reading room mentioned under the heading “Where You Can Find More
Information.”
We have not authorized any underwriter,
broker-dealer, salesperson or other person to give any information or to make
any representation other than those contained or incorporated by reference in
this prospectus and the accompanying supplement to this prospectus. You must not
rely upon any information or representation not contained or incorporated by
reference in this prospectus or the accompanying prospectus supplement. This
prospectus and the accompanying supplement to this prospectus do not constitute
an offer to sell or the solicitation of an offer to buy securities, nor do this
prospectus and the accompanying supplement to this prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation. The information contained in this prospectus and the accompanying
prospectus supplement speaks only as of the date set forth on the cover page and
may not reflect subsequent changes in our business, financial condition, results
of operations and prospects even though this prospectus and any accompanying
prospectus supplement is delivered or securities are sold on a later
date.
We may sell the securities directly to
or through underwriters, dealers or agents. We, and our underwriters or agents,
reserve the right to accept or reject all or part of any proposed purchase of
securities. If we do offer securities through underwriters or agents, we will
include in the applicable prospectus supplement:
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the
names of those underwriters or agents;
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applicable
fees, discounts and commissions to be paid to them;
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details
regarding over-allotment options, if any; and
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the
net proceeds to us.
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Common
Stock
.
We may
issue shares of our common stock from time to time. Holders of our common stock
are entitled to one vote per share for the election of directors and on all
other matters that require shareholder approval. Subject to any preferential
rights of any outstanding preferred stock, in the event of our liquidation,
dissolution or winding up, holders of our common stock are entitled to share
ratably in the assets remaining after payment of liabilities and the liquidation
preferences of any outstanding preferred stock. Our common stock does not carry
any redemption rights or any preemptive rights enabling a holder to subscribe
for, or receive shares of, any class of our common stock or any other securities
convertible into shares of any class of our common stock.
Preferred
Stock
.
We may
issue shares of our preferred stock from time to time, in one or more series.
Under our articles of incorporation, our board of directors has the authority,
without further action by shareholders, to designate up to 20,000,000 shares of
preferred stock in one or more series and to fix the rights, preferences,
privileges, qualifications and restrictions granted to or imposed upon the
preferred stock, including dividend rights, conversion rights, voting rights,
rights and terms of redemption, liquidation preference and sinking fund terms,
any or all of which may be greater than the rights of the common
stock.
If we issue preferred stock, we will
fix the rights, preferences, privileges, qualifications and restrictions of the
preferred stock of each series that we sell under this prospectus and applicable
prospectus supplements in the articles of amendment to our articles of
incorporation relating to that series. If we issue preferred stock, we will
incorporate by reference into the registration statement of which this
prospectus is a part the form of any certificate of designation that describes
the terms of the series of preferred stock we are offering before the issuance
of the related series of preferred stock. We urge you to read the prospectus
supplement related to any series of preferred stock we may offer, as well as the
complete certificate of designation that contains the terms of the applicable
series of preferred stock.
Depositary
Shares
. We may elect to offer fractional shares of preferred stock rather
than full shares of preferred stock and, in that event, will issue receipts for
depositary shares. Each of these depositary shares will represent a fraction,
which will be set forth in the applicable prospectus supplement, of a share of
the applicable series of preferred stock.
Any depositary shares that we sell
under this prospectus will be evidenced by depositary receipts issued under a
deposit agreement between us and a depositary with whom we deposit the shares of
the applicable series of preferred stock that underlie the depositary shares
that are sold. If we issue depositary shares, a form of deposit agreement,
including a form of depositary receipt, will be incorporated by reference into
the registration statement of which this prospectus is a part from reports we
would subsequently file with the Securities and Exchange Commission. We urge you
to read the prospectus supplement related to any depositary shares we may offer,
as well as the complete deposit agreement and depositary receipt.
Debt
Securities
. We may issue debt securities from time to time, in one or
more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The senior debt securities will rank equally with any other
unsubordinated debt that we may have and may be secured or unsecured. The
subordinated debt securities will be subordinate and junior in right of payment,
to the extent and in the manner described in the instrument governing the debt,
to all or some portion of our indebtedness. Any convertible debt securities that
we issue will be convertible into or exchangeable for our common stock or other
securities of ours. Conversion may be mandatory or at your option and would be
at prescribed conversion rates.
If we issue debt securities, they will
be issued under one or more documents called indentures, which are contracts
between us and a trustee for the holders of the debt securities. We urge you to
read the prospectus supplement related to the series of debt securities being
offered, as well as the complete indenture that contains the terms of the debt
securities (which will include a supplemental indenture). If we issue debt
securities, indentures and forms of debt securities containing the terms of debt
securities being offered will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we would subsequently
file with the Securities and Exchange Commission.
Warrants
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We may issue warrants for the purchase of our common stock, preferred stock,
depositary shares and/or debt securities in one or more series, from time to
time. We may issue warrants independently or together with our common stock,
preferred stock, depositary shares and/or debt securities, and the warrants may
be attached to or separate from those securities.
If we issue warrants, they will be
evidenced by warrant agreements or warrant certificates issued under one or more
warrant agreements, which are contracts between us and an agent for the holders
of the warrants. We urge you to read the prospectus supplement related to any
series of warrants we may offer, as well as the complete warrant agreement and
warrant certificate that contain the terms of the warrants. If we issue
warrants, forms of warrant agreements and warrant certificates relating to
warrants for the purchase of common stock, preferred stock, depositary shares
and debt securities will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we would subsequently
file with the Securities and Exchange Commission.
INFORMATION
ABOUT GEORESOURCES, INC.
GeoResources,
Inc., a Colorado corporation formed in 1958, is an independent oil and gas
company engaged in the acquisition and development of oil and gas reserves
through an active and diversified program which includes purchases of reserves,
re-engineering, development and exploration activities primarily focused in
three core U.S. areas — the Southwest and Gulf Coast, the Rocky Mountains and
the Williston Basin. As a result of several related transactions the Company
underwent a substantial change in ownership, management, assets and business
strategy, all effective as of April 17, 2007.
On
April 17, 2007, the Company merged with Southern Bay Oil & Gas,
L.P. (“Southern Bay”) and a subsidiary of Chandler Energy, LLC (“Chandler”) and
acquired certain Chandler-associated oil and gas properties in exchange for
10,690,000 shares of common stock (collectively, the “Merger”). As a result of
the Merger, the former Southern Bay partners received approximately 57% of the
then outstanding common stock of the Company and thus acquired voting control.
Although GeoResources was the legal acquirer, for financial reporting purposes
the Merger was accounted for as a reverse acquisition of GeoResources by
Southern Bay and an acquisition of Chandler and its associated
properties.
On
June 9, 2008, we completed a private placement transaction with
non-affiliated accredited investors for 1,533,334 shares of common stock at a
price of $22.50 per share and warrants exercisable for 613,336 shares of common
stock at an exercise price of $32.43 per share.
Our
principal executive office is located at 110 Cypress Station Drive, Suite 220,
Houston, Texas 77090, and our telephone number is
(281) 537-9920.
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. You should consider
carefully the risk factors described in our periodic reports filed with the SEC
(including the risks, uncertainties and assumptions discussed under the heading
“Risk Factors” included in our most recent annual report on Form 10-KSB or 10-K,
as the case may be, as such may be revised or supplemented prior to the
completion of this offering by more recently filed quarterly reports on Form
10-Q or 10-QSB, as the case may be, each of which is or upon filing will be
incorporated herein by reference), which may be amended, supplemented or
superseded from time to time by other reports we file with the SEC in the
future, and those identified in any applicable prospectus supplement, as well as
other information in this prospectus and any applicable prospectus supplement
and the documents incorporated by reference herein before purchasing any of our
securities. Each of these risk factors could adversely affect our business,
operating results and financial condition, as well as adversely affect the value
of an investment in our securities. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations.
USE
OF PROCEEDS
Unless the applicable prospectus
supplement states otherwise, we expect to use the net proceeds of the sale of
our securities for general corporate purposes, including, but not limited to,
acquisitions of oil and gas properties, companies or prospects, repayment of
existing indebtedness and for working capital. As of the date of this
prospectus, we have not identified as probable any specific material proposed
uses of these proceeds. If, as of the date of any prospectus supplement, we have
identified any such uses, we will describe them in the prospectus supplement.
The amount of our securities offered from time to time pursuant to this
prospectus and any prospectus supplement, and the precise amounts and timing of
the application of net proceeds from the sale of those securities, will depend
upon our funding requirements. If we elect at the time of an issuance of our
securities to make different or more specific use of proceeds than described in
this prospectus, such use will be described in the prospectus supplement
relating to those securities.
RATIO
OF EARNINGS TO FIXED CHARGES
If we offer debt securities and/or
preference equity securities under this prospectus, then we will, at that time,
provide a ratio of earnings to fixed charges and/or ratio of combined fixed
charges and preference dividends to earnings, respectively, in the applicable
prospectus supplement for such offering.
PLAN
OF DISTRIBUTION
We may sell the securities covered by
this prospectus from time to time. Registration of the securities covered by
this prospectus does not mean, however, that those securities will necessarily
be offered or sold.
We may sell the securities separately
or together:
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through
one or more underwriters or dealers in a public offering and sale by
them;
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directly
to investors; or
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through
agents.
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We may sell the securities from time to
time:
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in
one or more transactions at a fixed price or prices, which may be changed
from time to time;
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at
market prices prevailing at the times of sale;
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|
•
|
|
at
prices related to such prevailing market prices; or
|
|
|
|
•
|
|
at
negotiated prices.
|
We will describe the method of
distribution of the securities and the terms of the offering in the prospectus
supplement.
Any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale of
any securities, the securities will be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions
described above. The securities may be either offered to the public through
underwriting syndicates represented by managing underwriters, or directly by
underwriters. Generally, the underwriters’ obligations to purchase the
securities will be subject to conditions precedent and the underwriters will be
obligated to purchase all of the securities if they purchase any of the
securities. We may use underwriters with whom we have a material relationship.
We will describe in the prospectus supplement, naming the underwriter, the
nature of any such relationship.
We may authorize underwriters, dealers
or agents to solicit offers by certain purchasers to purchase the securities
from us at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. The contracts will be subject only to those
conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we pay for solicitation of these
contracts.
We may enter into derivative
transactions with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement indicates, in connection with those
derivatives, the third parties may sell securities covered by this prospectus
and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or
others to settle those sales or to close out any related open borrowings of
stock, and may use securities received from us in settlement of those
derivatives to close out any related open borrowings of stock. The third party
in such sale transactions will be an underwriter and will be identified in the
applicable prospectus supplement or in a post-effective amendment.
Underwriters, dealers and agents may be
entitled to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments made by the underwriters, dealers or agents, under agreements between
us and the underwriters, dealers and agents.
We may grant underwriters who
participate in the distribution of securities an option to purchase additional
securities to cover over-allotments, if any, in connection with the
distribution.
Underwriters, dealers or agents may
receive compensation in the form of discounts, concessions or commissions from
us or our purchasers, as their agents in connection with the sale of securities.
These underwriters, dealers or agents may be considered to be underwriters under
the Securities Act of 1933. As a result, discounts, commissions or profits on
resale received by the underwriters, dealers or agents may be treated as
underwriting discounts and commissions. The prospectus supplement will identify
any such underwriter, dealer or agent and describe any compensation received by
them from us. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to
time.
Unless otherwise specified in the
related prospectus supplement, all securities we offer, other than common stock,
will be new issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be obligated to
do so and may discontinue any market making at any time without notice. Any
common stock sold pursuant to a prospectus supplement will be listed for trading
on the NASDAQ Stock Market or other principal market for our common stock. We
may apply to list any series of debt securities, preferred stock, depositary
shares or warrants on an exchange, but we are not obligated to do so. Therefore,
there may not be liquidity or a trading market for any series of
securities.
Any underwriter may engage in
over-allotment transactions, stabilizing transactions, short-covering
transactions and penalty bids in accordance with Regulation M under the
Exchange Act. Over-allotment involves sales in excess of the offering size,
which create a short position. Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in
a covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time. We make no
representation or prediction as to the direction or magnitude of any effect that
such transactions may have on the price of the securities. For a description of
these activities, see the information under the heading “Underwriting” or “Plan
of Distribution” in the applicable prospectus supplement.
Underwriters, broker-dealers or agents
who may become involved in the sale of the common stock may engage in
transactions with and perform other services for us in the ordinary course of
their business for which they receive compensation.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
Our
authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01
per share. As of November 24, 2008, 16,236,717 shares of common stock were
issued and outstanding and no shares of preferred stock were issued and
outstanding.
Common
Stock
Each
outstanding share of common stock entitles the holder to one vote on all matters
presented to the shareholders for a vote. Holders of shares of common stock have
no cumulative voting, preemptive or conversion rights. Our Board of Directors
determines if and when distributions may be paid out of legally available funds
to the holders. We do not anticipate paying cash dividends on the common stock
in the foreseeable future.
The
holders of a majority of the outstanding shares of common stock constitute a
quorum at any meeting of the shareholders. A plurality of the votes cast at a
meeting of shareholders elects our directors. The common stock does not have
cumulative voting rights. Therefore, the holders of a majority of the
outstanding shares of common stock can elect all of our directors. In general, a
majority of the votes cast at a meeting of shareholders must authorize
shareholder actions other than the election of directors. Most amendments to our
articles of incorporation require the vote of the holders of a majority of all
outstanding voting shares.
Preferred
Stock
Under our
articles of incorporation, as amended, our Board of Directors may issue up to
20,000,000 shares of preferred stock from time to time in one or more series.
The Board of Directors is authorized to fix by resolution as to any series the
designation and number of shares of the series, the voting rights, the dividend
rights, the redemption price, the amount payable upon liquidation or
dissolution, the conversion rights, and any other designations, preferences or
special rights or restrictions as may be permitted by law. Unless the nature of
a particular transaction and the rules of law applicable thereto require such
approval, our Board of Directors has the authority to issue these shares of
preferred stock without shareholder approval.
Depositary
Shares
We may elect to offer fractional shares
of preferred stock rather than full shares of preferred stock and, in that
event, will issue receipts for depositary shares. Each of these depositary
shares will represent a fraction, which will be set forth in the applicable
prospectus supplement, of a share of the applicable series of preferred
stock.
Any depositary shares that we sell
under this prospectus will be evidenced by depositary receipts issued under a
deposit agreement between us and a depositary with whom we deposit the shares of
the applicable series of preferred stock that underlie the depositary shares
that are sold. If we issue depositary shares, a form of deposit agreement,
including a form of depositary receipt, will be incorporated by reference into
the registration statement of which this prospectus is a part from reports we
would subsequently file with the Securities and Exchange Commission. We urge you
to read the prospectus supplement related to any depositary shares we may offer,
as well as the complete deposit agreement and depositary receipt.
Debt
Securities
We may issue debt securities from time
to time, in one or more series, as either senior or subordinated debt or as
senior or subordinated convertible debt. The senior debt securities will rank
equally with any other unsubordinated debt that we may have and may be secured
or unsecured. The subordinated debt securities will be subordinate and junior in
right of payment, to the extent and in the manner described in the instrument
governing the debt, to all or some portion of our indebtedness. Any convertible
debt securities that we issue will be convertible into or exchangeable for our
common stock or other securities of ours. Conversion may be mandatory or at your
option and would be at prescribed conversion rates.
If we issue debt securities, they will
be issued under one or more documents called indentures, which are contracts
between us and a trustee for the holders of the debt securities. We urge you to
read the prospectus supplement related to the series of debt securities being
offered, as well as the complete indenture that contains the terms of the debt
securities (which will include a supplemental indenture). If we issue debt
securities, indentures and forms of debt securities containing the terms of debt
securities being offered will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we would subsequently
file with the Securities and Exchange Commission.
Warrants
We may issue warrants for the purchase
of our common stock, preferred stock, depositary shares and/or debt securities
in one or more series, from time to time. We may issue warrants independently or
together with our common stock, preferred stock, depositary shares and/or debt
securities, and the warrants may be attached to or separate from those
securities.
If we issue warrants, they will be
evidenced by warrant agreements or warrant certificates issued under one or more
warrant agreements, which are contracts between us and an agent for the holders
of the warrants. We urge you to read the prospectus supplement related to any
series of warrants we may offer, as well as the complete warrant agreement and
warrant certificate that contain the terms of the warrants. If we issue
warrants, forms of warrant agreements and warrant certificates relating to
warrants for the purchase of common stock, preferred stock, depositary shares
and debt securities will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we would subsequently
file with the Securities and Exchange Commission.
LEGAL
MATTERS
The
validity of the common stock being offered from time to time under this
prospectus will be passed upon for us by Jones & Keller, P.C., Denver,
Colorado. Reid A. Godbolt, a member of Jones & Keller, P.C.,
beneficially owns 12,753 shares of our common stock held of record by a limited
liability company he owns jointly with his spouse.
EXPERTS
The
consolidated financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been so incorporated by
reference in reliance upon the report of Grant Thornton LLP, independent
registered public accountants, upon the authority of said firm as experts in
giving said report.
TRANSFER
AGENT AND REGISTRAR
Our
Transfer Agent and Registrar is Wells Fargo Shareowner Services, 161 N. Concord
Exchange Street, South St. Paul, Minnesota 55075.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
Where
You Can Find More Information
We file
annual, quarterly and current reports, proxy statements and other information
with the Commission. You may read and copy any reports, statements or other
information we file with the Commission at the Commission’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Our Commission filings are also available to the public from
commercial document retrieval services and at the Internet site maintained by
the Commission at
www.sec.gov
.
We have
filed with the Commission a registration statement on Form S-3 relating to the
securities covered by this prospectus and any prospectus supplement. This
prospectus is a part of the registration statement and does not contain all the
information in the registration statement. Whenever a reference is made in this
prospectus or any prospectus supplement to a contract or other document, the
reference is only a summary and you should refer to the exhibits that are a part
of the registration statement for a copy of the contract or other document. You
may review a copy of the registration statement at the Commission’s public
reference room in Washington, D.C., as well as through the Commission’s Internet
site.
The
Commission allows us to “incorporate by reference” into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information we file later with the Commission will automatically update and
supersede such information. The following documents filed with the Commission
are hereby incorporated by reference into this prospectus:
(a) Our
Annual Report on Form 10-KSB/A for the Year Ended December 31, 2007, filed
on April 3, 2008, which contains audited financial statements for the most
recent fiscal year for which such statements have been filed;
(b) Our
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008, filed
on May 13, 2008;
(c) Our
Current Report on Form 8-K, filed on June 5, 2008;
(d) Our
Current Report on Form 8-K, filed on June 11, 2008;
(e) Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on
August 11, 2008; and
(f) Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on
November 12, 2008;
In
addition, all documents which we file with the Commission under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(including any Form 8-K in which the information is filed but not furnished)
will be deemed to be incorporated by reference into this prospectus and any
prospectus supplements.
This
prospectus is part of a registration statement that we filed with the
Commission. Upon written or oral request, we will provide, without charge, to
each person, including beneficial owners of our securities, to whom a copy of
this prospectus is delivered, a copy of any or all of the information
incorporated by reference in this prospectus (other than exhibits to such
documents, unless the exhibits are specifically incorporated by reference in
such documents). Your requests for copies should be directed to the Secretary,
GeoResources, Inc., 110 Cypress Station Drive, Suite 220, Houston, Texas 77090;
telephone (281) 537-9920.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of registrant
pursuant to the above, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 14.
|
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION,
ESTIMATED
|
The
following is a statement of the estimated costs and expenses, other than
underwriting compensation, incurred or expected to be incurred by us in
connection with the issuance and distribution of an assumed amount of
$100,000,000 of securities being registered pursuant to this registration
statement. The assumed amount has been used to demonstrate the costs and
expenses of an offering of the entire assumed amount of securities being
registered and does not represent an estimate of the amount of securities that
may be offered because such amount is unknown at this time. All of the amounts
shown are estimates except for the SEC registration fee. The amounts also assume
no listing of any additional class of securities on Nasdaq that would require
the payment of an additional listing fee.
|
|
|
|
Securities
and Exchange Commission Fee
|
|
$
|
3,930
|
|
Printing
Expense—Registration Statement and Prospectus
|
|
$
|
5,000
|
|
Transfer
Agent and Registrar
|
|
$
|
500
|
|
Legal
Fees
|
|
$
|
20,000
|
|
Accountants’
Fees
|
|
$
|
5,000
|
|
Miscellaneous
Fees and Expenses
|
|
$
|
1,000
|
|
|
|
|
|
|
Total
|
|
$
|
35,430
|
|
|
|
|
|
|
ITEM 15.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
Article
109 of Title Seven of the Colorado Revised Statutes enables a Colorado
corporation to indemnify its officers, directors, employees and agents against
liabilities, damages, costs and expenses for which they are liable if:
(i) in their Official Capacities (as defined by this statute), they acted
in good faith and had no reasonable basis to believe their conduct was not in
the best interest of the company; (ii) in all other cases, their conduct
was at least not opposed to the company’s best interests; and (iii) in the
case of any criminal proceeding, they had no reasonable cause to believe their
conduct was unlawful.
Our
Articles of Incorporation limit the liability of directors to the fullest extent
provided by Colorado law.
Our
Bylaws provide indemnification to officers, directors, employees and agents to
the fullest extent provided by Colorado law.
|
|
5.1
|
Opinion
of Jones & Keller, P.C. regarding the legality of the common stock
being registered*
|
|
|
23.1
|
Consent
of Grant Thornton LLP**
|
|
|
23.4
|
Consent
of Jones & Keller, P.C. (included in Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (included on signature page
hereof)
|
*
|
If
applicable, to be subsequently filed by amendment or as an exhibit to a
current report on Form 8-K or other applicable report filed with the SEC
and incorporated herein by
reference.
|
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however
,
that
(A) the
undertakings set forth in paragraphs (1)(i), (1)(ii) and
(1)(iii) above do not apply if the registration statement is on Form S-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement; and
(B) the
undertakings set forth in paragraphs (1)(i), (1)(ii) and
(1)(iii) above do not apply if the registration statement is on Form S-3 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is a part of the registration
statement.
(C)
Provided further, however,
that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the
registration statement is for an offering of asset-backed securities on Form S-1
or Form S-3, and the information required to be included in a post-effective
amendment is provided pursuant to Item 1100(c) of Regulation
AB.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
The
undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas,
on November 25, 2008.
|
|
GEORESOURCES,
INC.
|
|
|
By:
|
/s/
Frank A. Lodzinski
|
|
Frank
A. Lodzinski
Chief
Executive Officer
|
KNOW ALL
MEN BY THESE PRESENTS, that the undersigned officers or directors of the
registrant, by virtue of their signatures to this registration statement
appearing below, hereby constitute and appoint Frank A. Lodzinski and Howard E.
Ehler, attorneys-in-fact in their names, place, and stead to execute any and all
amendments to this registration statement in the capacities set forth opposite
their names and hereby ratify all that said attorneys-in-fact may do by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
Dated:
November 25, 2008
|
|
|
/s/
Frank A. Lodzinski
|
|
/s/
Scott R. Stevens
|
Frank
A. Lodzinski, Principal Executive Officer
and
Chairman of the Board
|
|
Scott
R. Stevens, Director
|
|
|
|
/s/
Collis P. Chandler, III
|
|
/s/
Michael A. Vlasic
|
Collis
P. Chandler, III, Director
|
|
Michael
A. Vlasic, Director
|
|
|
|
/s/
Christopher W. Hunt
|
|
/s/
Nick L. Voller
|
Christopher
W. Hunt, Director
|
|
Nick
L. Voller, Director
|
|
|
|
/s/
Jay F. Joliat
|
|
/s/
Howard E. Ehler
|
Jay
F. Joliat, Director
|
|
Howard
E. Ehler, Principal Financial Officer
and
Principal Accounting Officer
|
EXHIBIT
INDEX
|
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
|
5.1
|
Opinion
of Jones & Keller, P.C. regarding the legality of the common stock
being registered*
|
|
|
23.1
|
Consent
of Grant Thornton LLP**
|
|
|
23.4
|
Consent
of Jones & Keller, P.C. (included in Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (included on signature page
hereof)
|
*
|
If
applicable, to be subsequently filed by amendment or as an exhibit to a
current report on Form 8-K or other applicable report filed with the SEC
and incorporated herein by
reference.
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
issued our report dated March 28, 2008, with respect to the consolidated
financial statements of GeoResources, Inc. included in the Annual Report of
GeoResources, Inc. on Form 10-KSB/A for the year ended December 31, 2007
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under the caption
“Experts.”
|
/s/
GRANT THORNTON LLP
|
|
Houston,
Texas
November
25, 2008
|
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