On March 11, 2020, Independence Contract Drilling, Inc. (the “Company”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of all issued and outstanding shares of the Company’s common stock (“Common Stock”) at a ratio of 1-for-20 (the “Reverse Stock Split”) and (ii) reduce the number of authorized shares of Common Stock from 200,000,000 to 50,000,000. The Certificate of Amendment will be effective at 5:00 p.m. Eastern Time on March 11, 2020 (the “Effective Time”). An amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split (with discretion given to the Company’s Board of Directors to determine the applicable split between 1-for-10 and 1-for-20, and whether or not to effect such amendment) and a corresponding reduction in the authorized shares of Common Stock were approved by the Company’s stockholders at its Special Meeting of Stockholders held on February 6, 2020, and the Company’s Board of Directors subsequently approved the specific 1-for-20 ratio and Certificate of Amendment on February 27, 2020.
The Certificate of Amendment provides that (i) at the Effective Time, each share of Common Stock, either issued and outstanding or held by the Company as treasury stock, in each case immediately prior to the Effective Time (the “Old Common Stock”), shall be automatically reclassified as and converted into 1/20 of a fully paid and nonassessable share of Common Stock (the “New Common Stock”), and (ii) the number of authorized shares of Common Stock is 50,000,000 shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of shares of Common Stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof based on the average closing market price of the Old Common Stock on the New York Stock Exchange for the ten trading days immediately preceding the day of the Effective Time, with payment for each 1/20th of a share of New Common Stock being equal to the average closing price of one share of Old Common Stock on the New York Stock Exchange. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s Common Stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).
The New Common Stock will begin trading on the New York Stock Exchange on a split-adjusted basis when the market opens on March 12, 2020. The CUSIP number for the New Common Stock following the Reverse Stock Split is 453415 606.
The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 11, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
Independence Contract Drilling, Inc. ExhibitEX-3.1 2 exh31icdcertificateofame.htm EXHIBIT 3.1 exh31icdcertificateofame Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDEPENDENCE CONTRACT DRILLING,…
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