______________________________________________________________________________
 
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): December 1, 2009
 

GEORESOURCES, INC.
(Exact name of registrant as specified in its charter)

         
COLORADO
 
0-8041
 
84-0505444
         
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

110 Cypress Station Drive, Suite 220
Houston, Texas 77090
(Address of principal executive offices) (Zip Code)

(281) 537-9920
(Registrant’s telephone number, including area code)

Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
______________________________________________________________________________
 
 
 
 
 

 
ITEM 7.01 REGULATION FD DISCLOSURE.

On December 1, 2009, GeoResources, Inc. (the “Registrant”) issued a press release announcing the closing of a public offering of 3.45 million shares of its common stock.  The closing included the exercise in full of the underwriters’ over-allotment option relating to the public offering.  A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

This information herein and the exhibit attached hereto are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
   
(d)
 
Exhibits:
         
       
The following exhibit is included with this Current Report on Form 8-K:

     
Exhibit No.
 
Description
     
99.1
 
GeoResources, Inc. Press Release dated December 1, 2009.


 
 
 

 
SIGNATURE
 
 
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
             
   
GEORESOURCES, INC
   
             
   
By:
 
/s/ Frank A. Lodzinski
Frank A. Lodzinski, President
   
 
Date: December 2, 2009
 


 
 
 

 
EXHIBIT INDEX
 
     
Exhibit No.
 
Description
 
99.1
 
 
GeoResources, Inc. Press Release dated December 1, 2009.

 
 
 

EXHIBIT 99.1
Contact:  Cathy Kruse
Telephone: 701-572-2020 ext 113
cathyk@geoi.net
    FOR IMMEDIATE RELEASE

GeoResources, Inc. Closes Previously Announced
Public Offering of Common Stock

Houston, Texas, December 1, 2009 – GeoResources, Inc., (NASDAQ: GEOI), today announced that it has closed its previously announced public offering of 3.45 million shares of its common stock at a public offering price of $10.20 per share.  The closing included the exercise in full of the underwriters’ over-allotment option.

Net proceeds from the offering were approximately $33.0 million after deducting the underwriters’ discount and estimated offering expenses, and will be used to reduce outstanding indebtedness under the Company’s credit agreement.

SMH Capital Inc. acted as Sole Book-Running and Lead Manager of the public offering; Rodman & Renshaw, LLC acted as Co-Lead Manager and C.K. Cooper & Company acted as Co-Manager. Copies of the supplemental prospectus and related base prospectus for the offering may be obtained from the offices of SMH Capital Inc. at 527 Madison Avenue, 14 th floor, New York, NY 10022, Attn: Syndicate Department, or by telephone to (212) 893-1123, or by fax at (212) 317-2710. Alternatively, the supplemental prospectus and related base prospectus may be obtained on the Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.

About GeoResources, Inc.
GeoResources, Inc. 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, and development and exploration activities, currently focused in the Southwest, Gulf Coast and the Williston Basin.

Forward-Looking Statements
Information herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "will," "expect," "anticipate," "estimate" or "continue," or comparable words.  All statements other than statements of historical facts that address activities that the Company expects or anticipates will or may occur in the future are forward-looking statements.  Readers are encouraged to read our 10-K/A for the year ended December 31, 2008 and the other SEC reports of the Company and any and all other documents filed with the SEC regarding information about GeoResources for meaningful cautionary language in respect of the forward-looking statements herein.  Interested persons are able to obtain free copies of filings containing information about GeoResources, without charge, at the SEC’s Internet site (http://www.sec.gov).

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