- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
05 Março 2009 - 6:53PM
Edgar (US Regulatory)
Filed Pursuant to Rule
424(b)(3)
Registration
No. 333-152041
Prospectus
Supplement to Prospectus dated July 11, 2008
GeoResources,
Inc.
Common
Stock, Par Value $0.01
Up
to 2,053,336 Shares
This
prospectus supplement updates the prospectus dated July 11, 2008 relating to the
offer for sale of up to an aggregate of 2,053,336 shares of common stock of
GeoResources, Inc. by the selling stockholders identified in the prospectus and
this prospectus supplement, and any of their pledgees, donees, transferees or
other successors in interest.
We are
providing this prospectus supplement to update the table in the prospectus under
the caption “Selling Security Holders” to reflect (i) a transfer on December 1,
2008 of a warrant to purchase 20,000 shares of common stock from RHP Master
Fund, Ltd. to Warrant Strategies Fund, LLC and (ii) a transfer on December 5,
2008 of a warrant to purchase 17,778 shares of common stock from CAMOFI Master
LDC to Warrant Strategies Fund, LLC. RHP Master Fund, Ltd. and CAMOFI Master LDC
are no longer selling stockholders. The other information contained
under the caption “Selling Security Holders” is not being
updated. The amounts set forth below are based upon information
provided to us by the selling stockholders (or their representatives), or on our
records, and are accurate to the best of our knowledge. Unless we indicate
otherwise, the information in this prospectus supplement is as of March 5,
2009.
Name
of Selling Stockholder
|
|
Number
of Shares
of
Common Stock
Beneficially
Owned
as of
3/5/09
|
|
Number
of Shares
of
Common Stock
Being
Offered
|
|
Number
of Shares of Common
Stock
to be Beneficially Owned
After
Offering (1)
|
|
|
|
|
|
|
|
Number
|
|
Percentage
(2)
|
|
Warrant
Strategies Fund, LLC (3)
|
|
55,556
|
|
55,556
|
|
0
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Less
than 1%.
(1)
|
We
do
not know
when or
in
what amounts a selling stockholder may offer shares for sale. The selling
stockholders may not sell any or all of the shares offered by the
prospectus or this prospectus supplement. Because the selling stockholders
may offer all or some of the shares pursuant to this offering, and because
there are currently no agreements, arrangements or understandings with
respect to the sale of any of the shares, we cannot estimate the number of
the shares that will be held by the selling stockholders after completion
of the offering. However, for purposes of this table, we have assumed
that, after completion of the offering, none of the shares covered by the
prospectus or this prospectus supplement will be held by the selling
stockholders.
|
(2)
|
For
each selling stockholder, this number represents the percentage of common
stock to be owned by such selling stockholder after completion of the
offering, based on the number of shares of common stock outstanding as of
March 5, 2009 (16,241,717 shares).
|
(3)
|
Includes
55,556 shares of common stock underlying warrants. Sean Molloy
has voting and investment power over securities held by Warrant Strategies
Fund, LLC.
|
This
prospectus supplement is not complete without the prospectus dated July 11,
2008, and we have not authorized anyone to deliver or use this prospectus
supplement without the prospectus.
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 supplement is March 5, 2009.
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