As filed with the Securities and Exchange Commission on November 5, 2009
Registration No. 333-155681
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
ON
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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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
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as the Registrant shall determine.
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 check the following box:
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 post-effective amendment filed pursuant to Rule 462(d) 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.
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
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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
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This filing constitutes a post-effective amendment to the registration statement on Form S-3 (File No. 333-155681), which was declared effective on or about February 5, 2009. This post-effective amendment shall hereafter become effective in accordance with Section 8(c) of the Securities
Act of 1933, as amended.
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.
EXPLANATORY NOTE
We initially registered on Form S-3 (File No. 333-155681) the possible sale of up to $100 million of our securities including our common stock, preferred stock, depositary shares, debt securities and warrants. Due to the late filing of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, under applicable Securities and Exchange Commission rules we no longer qualify for the use of a registration statement on Form S-3. To assure that our securities may be sold pursuant to an effective registration statement, we filed post-effective amendments on Form S-1 to the registration statement described above. This prospectus updates the post-effective amendment filed August 14, 2009 on Form S-1 to incorporate by reference the Form 10-Q that we filed on
November 5, 2009 and registers the possible sale of our common stock, preferred stock, depositary shares, debt securities and warrants.
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 is not soliciting
an offer to buy these securities in any state or jurisdiction where the offer or sale is prohibited.
SUBJECT TO COMPLETION November 5, 2009
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 4, 2009, the last reported sale price of our common stock was $11.14 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 5 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 November _____, 2009
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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Information About GeoResources, Inc.
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Risk Factors
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Use of Proceeds
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Ratio of Earnings to Fixed Charges
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Plan of Distribution
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Description of Securities to be Registered
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Legal Matters
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Experts
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Transfer Agent and Registrar
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10
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Incorporation of Certain Information by Reference
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Disclosure of Commission Position on Indemnification for Securities Act Liabilities
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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 shares of common stock 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 shares.
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 our future filings with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with our approval 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 we undertake 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
General.
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 this 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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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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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 additional 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 any supplement or amendment to this prospectus, you must rely on the information in the prospectus supplement or amendment. Please carefully read both this prospectus and any applicable prospectus supplement or amendment together with additional information described under the heading “Incorporation of Certain Information by Reference--Where You Can Find More Information.”
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 “Incorporation of Certain Information by Reference--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 any supplement or amendment to this prospectus. You must not rely
upon any information or representation not contained or incorporated by reference in this prospectus or any prospectus supplement. This prospectus and any supplement or amendment to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities, nor do this prospectus or any supplement or amendment 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 any supplement or amendment to this prospectus 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 prospectus supplement or amendment 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 any prospectus
supplement or amendment:
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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
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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
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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 any prospectus supplements or amendments 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 any prospectus supplement or amendment 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 any applicable prospectus supplement or amendment, 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 any prospectus supplement or amendment 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 any prospectus supplement or amendment 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 any prospectus supplement or amendment 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.
Post-Effective Amendment
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. We filed a registration statement on Form S-3 that became effective on February 5, 2009
with respect to the securities covered by this prospectus. Due to the late filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, under applicable Securities and Exchange Commission rules we no longer qualify for the use of a registration statement on Form S-3. To assure that our securities may be sold pursuant to an effective registration statement, we filed post-effective amendments on Form S-1 to the registration statement described above on August 3, 2009
and August 14, 2009.
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.
On June 2, 2009 we announced a material acquisition of additional oil and gas property interests. Together with another acquisition shortly before, we spent approximately $58 million to acquire these properties. See “Incorporation of Certain Information by Reference--Where You Can Find Additional Information.”
Our principal executive office is located at 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, and our telephone number is (281) 537-9920. Our internet website is www.georesourcesinc.com.
RISK FACTORS
Before making an investment decision, you should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement, under the caption “Risk Factors” as set forth in Item 1A of our Form 10-K for the year ended December
31, 2008 and Amendment No. 1 to our Form 10-K filed on June 11, 2009, under the caption “Risk Factors” as set forth in Item 1A in our Form 10-Q for the quarter ended June 30, 2009, and under the caption “Risk Factors” as set forth in Item 1A in our Form 10-Q for the quarter ended September 30, 2009, which are incorporated by reference in this prospectus, and any subsequent report that is incorporated by reference into this prospectus.
The risks and uncertainties set forth under these captions in the above documents are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently deem not material, may also adversely affect our business. Any of the risks
discussed in this report or that are presently unknown or not material, if they were to actually occur, could result in a significant adverse impact on our business, operating results, prospects or financial condition.
USE OF PROCEEDS
Unless the applicable prospectus supplement or amendment 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 or amendment, we have identified any such uses, we will describe them in the prospectus supplement or amendment. The amount of our securities offered from time to time pursuant to this prospectus and any prospectus supplement or amendment, 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 or amendment 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 or
amendment 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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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 time of sale;
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at prices related to such prevailing market prices; or
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We will describe the method of distribution of the securities and the terms of the offering in the prospectus supplement or amendment.
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 any prospectus supplement or amendment, 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 any prospectus supplement or amendment, and any prospectus supplement or amendment 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 any applicable prospectus supplement or amendment indicates, in connection with those derivatives, the third parties
may sell securities covered by this prospectus and any applicable prospectus supplement or amendment, 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 any applicable prospectus supplement or 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. Any prospectus supplement or amendment 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 any related prospectus supplement or amendment, 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 any prospectus supplement or amendment 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 any applicable prospectus
supplement or amendment.
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 4, 2009, 16,241,717 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 any applicable prospectus supplement
or amendment, 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 any prospectus supplement or amendment 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 any prospectus supplement or amendment 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 any prospectus supplement or amendment 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 and the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority
of said firm as experts in giving said reports.
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
General.
We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC.
|
·
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 25, 2009 and Amendment No. 1 thereto filed with the SEC on June 11, 2009;
|
|
·
|
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 filed with the SEC on May 8, 2009;
|
|
·
|
our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 filed with the SEC on August 6, 2009;
|
|
·
|
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 filed with the SEC on November 5, 2009; and
|
|
·
|
our Current Reports on Form 8-K filed with the SEC on June 4, 2009 and as amended on July 24, 2009; and July 17, 2009.
|
You should read the information relating to us in this prospectus together with the information in the documents incorporated by reference.
You may obtain a copy of any of the above-referenced documents, at no cost, from our website at www.georesourcesinc.com. The information contained in, or that can be assessed through, our website is not part of this prospectus. We will also furnish without charge to you,
on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct your request for documents to:
Howard E. Ehler
110 Cypress Station Drive, Suite 220
Houston, Texas 77090
281-537-9920
Where you can find more information.
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov.
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 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses of the issuance and distribution of the securities being registered (other than underwriting discounts and commissions), all of which are being paid by the Registrant.
|
Securities and Exchange Commission Fee
|
$
|
(1)
|
|
Printing Expense--Registration Statement and Prospectus
|
$
|
5,000
|
|
Transfer Agent and Registrar
|
$
|
500
|
|
Legal Fees
|
$
|
10,000
|
|
Accountants’ Fees
|
$
|
3,500
|
|
Miscellaneous Fees and Expenses
|
$
|
1,000
|
|
-------
|
|
|
|
Total
|
$
|
23,930
|
__________________
(1) The required registration fee of $3,930 was previously paid.
ITEM 14. 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 full extent provided by Colorado law.
Our Bylaws provide indemnification to officers, directors, employees and agents to the fullest extent provided by Colorado law.
ITEM 15 RECENT SALES OF UNREGISTERED SECURITIES
During the last three years, the Registrant sold no unregistered securities except as follows:
On June 5, 2008 the Registrant entered into a definitive purchase agreement (the “Purchase Agreement”) with non-affiliated accredited investors for the aggregate purchase of 1,533,334 shares of its restricted common stock at $22.50 per share and warrants exercisable for an aggregate
of 613,336 shares of common stock at an exercise price of $32.43 per share (the “Warrants”) for aggregate gross proceeds of $34.5 million. The Registrant paid the placement agent, Wachovia Capital Markets, LLC, approximately $1.7 million in placement fees. The Warrants have a term of five years, but were not exercisable until six months after the closing of the Purchase Agreement on June 9, 2008.
Pursuant to the terms of the Purchase Agreement, the Registrant and the investors entered into a Registration Rights Agreement, dated June 5, 2008 (the “Registration Rights Agreement”) under which the Registrant agreed, at its expense, to file with the Securities and Exchange Commission
a registration statement covering the shares of restricted common stock purchased by such parties on June 9, 2008, subject to certain exceptions. The Registration Rights Agreement also provided for the registration of the shares of common stock underlying the Warrants. The shares and warrants were registered on Form S-3 (SEC File No. 333-144831) which became effective on August 13, 2007.
The Registrant relied upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 promulgated thereunder for the issuance of the securities in the transaction. Each of the investors purchasing the securities sold made representations in the Purchase
Agreement concerning their investment sophistication and knowledge of the Registrant’s business operations and financial condition.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
3.1
|
|
Amended and Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrant’s Form 10-KSB for the year ended December 31, 2003.
|
|
|
|
|
|
3.1(a)
|
|
Articles of Amendment to the Articles of Incorporation, incorporated by reference as Annex C to the Registrant’s definitive Proxy Statement dated February 23, 2007, and filed with the Commission on February 23, 2007.
|
|
|
|
|
|
3.1(b)
|
|
Articles of Amendment to Articles of Incorporation, dated November 6, 2007. (5)
|
|
|
|
|
|
3.2
|
|
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrant’s Form 10-KSB for the year ended December 31, 2003.
|
|
|
|
|
|
5.1
|
|
Opinion of Jones & Keller, P.C. regarding the legality of the securities being registered. (9)
|
|
|
|
|
|
10.15
|
|
Agreement and Plan of Merger dated September 14, 2006, among GeoResources, Inc., Southern Bay Energy Acquisition, LLC, Chandler Acquisition, LLC, Southern Bay Oil & Gas, L.P., Chandler Energy, LLC and PICA Energy, LLC (including Amendment No. 1 dated February 16, 2007). Incorporated by reference as Annex A to the Registrant’s
Definitive Proxy Statement dated February 23, 2007 and filed with the Commission on February 23, 2007.
|
|
|
|
|
|
10.19
|
|
June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090. (3)
|
|
|
|
|
|
10.20
|
|
First Amendment to June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated November 10, 2003. (3)
|
|
|
|
|
|
10.21
|
|
Assignment and Assumption by Southern Bay Energy, L.L.C. of June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005. (3)
|
|
|
|
|
|
10.22
|
|
Unconditional Guaranty of June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005. (3)
|
|
|
|
|
|
10.23
|
|
Second Amendment to June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005. (3)
|
|
|
|
|
|
10.24
|
|
Third Amendment to June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 9, 2007. (3)
|
|
|
|
|
|
10.26
|
|
January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street Building, Suite 860, 475 17th Street, Denver, Colorado 80202.
(3)
|
|
|
|
|
|
10.27
|
|
First Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202, dated September 28, 2001. (3)
|
|
|
|
|
|
10.28
|
|
Second Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202, dated October 23, 2002. (3)
|
|
|
|
|
|
10.29
|
|
Third Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202,
dated June 28, 2004. (3)
|
|
|
|
|
|
10.30
|
|
Credit Agreement dated September 26, 2007 between the Registrant and Wachovia Bank National Association. (2)
|
|
|
|
|
|
10.31
|
|
Limited Partner Interest Purchase and Sale Agreement dated October 16, 2007 between the Registrant and TIFD III-X, LLC. (2)
|
|
|
|
|
|
10.32
|
|
Amended and Restated Credit Agreement dated October 16, 2007 between the Registrant and Wachovia Bank National Association. (2)
|
|
|
|
|
|
10.33
|
|
Amended and Restated Credit Agreement dated October 16, 2007 between the Registrant and Wachovia Bank National Association. (2)
|
|
|
|
|
|
10.34
|
|
Form of Purchase Agreement. (4)
|
|
|
|
|
|
10.35
|
|
Form of Warrant. (4)
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|
|
|
|
|
10.36
|
|
Form of Registration Rights Agreement. (4)
|
|
|
|
|
|
10.37
|
|
Agreement of Limited Partnership for OKLA Energy Partners LP dated May 20, 2008. (5)
|
|
|
|
|
|
10.38
|
|
Lease Agreement by and between Southern Bay Energy, L.L.C. and Cypress Court Operating Associates, L.P. for office space at 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated September 25, 2008. (6)
|
|
|
|
|
|
10.39
|
|
Purchase and Sale Agreement between SBE Partners LP and Catena Oil and Gas LLC, dated May 29, 2009. (8)
|
|
|
|
|
|
10.40
|
|
Consent and Amendment No. 1 to Agreement of Limited Partnership of SBE Partners LP as of May 29, 2009. (8)
|
|
|
|
|
|
10.41
|
|
Second Amended and Restated Credit Agreement between the Registrant and Wachovia Bank, National Association as Administrative Agent dated July 13, 2009. (8)
|
|
|
|
|
|
10.42
|
|
Consent, Distribution Agreement, and Amendment No. 2 to Agreement of Limited Partnership of SBE Partners LP, dated August 31, 2009. (10)
|
|
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics adopted March 2, 2004, incorporated by reference to Exhibit 14.1 of Registrant’s Form 10-KSB for fiscal year ended December 31, 2003.
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant. (3)
|
|
|
|
|
|
23.1
|
|
Consent of Grant Thornton LLP. (1)
|
|
|
|
|
|
23.2
|
|
Consent of Jones & Keller, P.C. (9)
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page of initial filing on Form S-3 (File No.: 333-155681)).
|
__________________
|
(2)
|
Filed with the Registrant’s Form 10-QSB for the quarter ended September 30, 2007.
|
|
(3)
|
Filed with the Registrant’s Form 10-QSB for the quarter ended June 30, 2007.
|
|
(4)
|
Filed with the Registrant’s Form 8-K on June 11, 2008.
|
|
(5)
|
Filed with the Registrant’s Form 10-KSB for the year ended December 31, 2007.
|
|
(6)
|
Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2008.
|
|
(7)
|
Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2008.
|
|
(8)
|
Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2009.
|
|
(9)
|
Filed with the Registrant’s Post Effective Amendment No. 2 to Form S-3 on Form S-1 on August 14, 2009 (File No.: 333-155681).
|
|
(10)
|
Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2009.
|
(a) 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;
(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 Securities and Exchange 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)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 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) If the registrant is relying on Rule 430B:
(A) 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
(B) 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; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
(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.
(b) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person 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, such 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 Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment to Form S-3 Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 5
th
day
of November 2009.
GEORESOURCES, INC. (the “Registrant”)
/s/ Frank A. Lodzinski
____________________
Frank A. Lodzinski, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frank A. Lodzinski
|
|
President, Chief Executive Officer (principal executive officer) and Director
|
|
November 5, 2009
|
|
Frank A. Lodzinski
|
|
|
|
|
|
|
|
|
|
/s/ Howard E. Ehler
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
November 5, 2009
|
|
Howard E. Ehler
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Collis P. Chandler, III
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Christopher W. Hunt
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Jay F. Joliat
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Scott R. Stevens
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Nicholas L. Voller
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 5, 2009
|
|
Michael A. Vlasic
|
|
|
|
* By:
|
|
/s/ Frank A. Lodzinski
|
|
|
|
Frank A. Lodzinski, Attorney-in-Fact
|
EXHIBIT INDEX
|
3.1
|
|
Amended and Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrant’s Form 10-KSB for the year ended December 31, 2003
|
|
|
|
|
|
3.1(a)
|
|
Articles of Amendment to the Articles of Incorporation, incorporated by reference as Annex C to the Registrant’s definitive Proxy Statement dated February 23, 2007, and filed with the Commission on February 23, 2007
|
|
|
|
|
|
3.1(b)
|
|
Articles of Amendment to Articles of Incorporation, dated November 6, 2007 (5)
|
|
|
|
|
|
3.2
|
|
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrant’s Form 10-KSB for the year ended December 31, 2003
|
|
|
|
|
|
5.1
|
|
Opinion of Jones & Keller, P.C. regarding the legality of the securities being registered (9)
|
|
|
|
|
|
10.15
|
|
Agreement and Plan of Merger dated September 14, 2006, among GeoResources, Inc., Southern Bay Energy Acquisition, LLC, Chandler Acquisition, LLC, Southern Bay Oil & Gas, L.P., Chandler Energy, LLC and PICA Energy, LLC (including Amendment No. 1 dated February 16, 2007). Incorporated by reference as Annex A to the Registrant’s
Definitive Proxy Statement dated February 23, 2007 and filed with the Commission on February 23, 2007
|
|
|
|
|
|
10.19
|
|
June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090 (3)
|
|
|
|
|
|
10.20
|
|
First Amendment to June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated November 10, 2003 (3)
|
|
|
|
|
|
10.21
|
|
Assignment and Assumption by Southern Bay Energy, L.L.C. of June 7, 2001 Lease Agreement by and between AROC, Inc. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005 (3)
|
|
|
|
|
|
10.22
|
|
Unconditional Guaranty of June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005 (3)
|
|
|
|
|
|
10.23
|
|
Second Amendment to June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 19, 2005 (3)
|
|
|
|
|
|
10.24
|
|
Third Amendment to June 7, 2001 Lease Agreement by and between Southern Bay Energy, L.L.C. and BGK Texas Property Management, Inc. for 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated April 9, 2007 (3)
|
|
|
|
|
|
10.26
|
|
January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street Building, Suite 860, 475 17th Street, Denver, Colorado 80202
(3)
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10.27
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First Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202, dated September 28, 2001 (3)
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10.28
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Second Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202, dated October 23, 2002 (3)
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10.29
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Third Amendment to January 31, 2000 Office Building Lease by and between 475-17
th
Street, CO. and Collis P. Chandler III for 475 17th Street, Suite 860, Denver, Colorado 80202,
dated June 28, 2004 (3)
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10.30
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Credit Agreement dated September 26, 2007 between the Registrant and Wachovia Bank National Association (2)
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10.31
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Limited Partner Interest Purchase and Sale Agreement dated October 16, 2007 between the Registrant and TIFD III-X, LLC (2)
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10.32
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Amended and Restated Credit Agreement dated October 16, 2007 between the Registrant and Wachovia Bank National Association (2)
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10.33
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Amended and Restated Credit Agreement dated October 16, 2007 between the Registrant and Wachovia Bank National Association (2)
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10.34
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Form of Purchase Agreement (4)
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10.35
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Form of Warrant (4)
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10.36
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Form of Registration Rights Agreement (4)
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10.37
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|
Agreement of Limited Partnership for OKLA Energy Partners LP dated May 20, 2008 (5)
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10.38
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Lease Agreement by and between Southern Bay Energy, L.L.C. and Cypress Court Operating Associates, L.P. for office space at 110 Cypress Station Drive, Suite 220, Houston, Texas 77090, dated September 25, 2008 (6)
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10.39
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Purchase and Sale Agreement between SBE Partners LP and Catena Oil and Gas LLC, dated May 29, 2009 (8)
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10.40
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Consent and Amendment No. 1 to Agreement of Limited Partnership of SBE Partners LP as of May 29, 2009 (8)
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10.41
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Second Amended and Restated Credit Agreement between the Registrant and Wachovia Bank, National Association as Administrative Agent dated July 13, 2009 (8)
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10.42
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Consent, Distribution Agreement, and Amendment No. 2 to Agreement of Limited Partnership of SBE Partners LP, dated August 31, 2009 (10)
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14.1
|
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Code of Business Conduct and Ethics adopted March 2, 2004, incorporated by reference to Exhibit 14.1 of Registrant’s Form 10-KSB for fiscal year ended December 31, 2003
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21.1
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Subsidiaries of the Registrant (3)
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23.1
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Consent of Grant Thornton LLP (1)
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23.2
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Consent of Jones & Keller, P.C. (9)
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24.1
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Power of Attorney (included on signature page of initial filing on Form S-3 (File No.: 333-155681))
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__________________
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(2)
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Filed with the Registrant’s Form 10-QSB for the quarter ended September 30, 2007.
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(3)
|
Filed with the Registrant’s Form 10-QSB for the quarter ended June 30, 2007.
|
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(4)
|
Filed with the Registrant’s Form 8-K on June 11, 2008.
|
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(5)
|
Filed with the Registrant’s Form 10-KSB for the year ended December 31, 2007.
|
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(6)
|
Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2008.
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(7)
|
Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2008.
|
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(8)
|
Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2009.
|
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(9)
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Filed with the Registrant’s Post Effective Amendment No. 2 to Form S-3 on Form S-1 on August 14, 2009 (File No.: 333-155681).
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(10)
|
Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2009.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated:
|
·
|
June 4, 2009, with respect to the consolidated financial statements and internal control over financial reporting of GeoResources, Inc. included in Amendment No. 1 of the Annual Report of GeoResources, Inc. on Form 10-K/A for the year ended December 31, 2008 and
|
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·
|
July 24, 2009, with respect to the statements of revenues and direct operating expenses of the SBE Partners’ properties included in Amendment No. 1 of the Current Report of GeoResources, Inc. on Form 8-K/A dated May 29, 2009
|
which are incorporated by reference in Amendment No. 3 to this Registration Statement and prospectus. We consent to the incorporation by reference in Amendment No. 3 to the Registration Statement and prospectus of the aforementioned reports and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Houston, Texas
November 5, 2009
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