REX ENERGY CORPORATION (NASDAQ:REXX) Files An 8-K Material Modification to Rights of Security Holders
Item3.03
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Material Modification to Rights of Security Holders. |
The information set forth below in Item 5.03 is incorporated by
reference into this Item 3.03.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On May 12, 2017 (the Effective Date), Rex Energy Corporation (the
Company) filed a Certificate of Amendment to the Certificate of
Incorporation of Rex Energy Corporation (the Certificate of
Amendment) with the Secretary of State of the State of Delaware
in order to amend its Certificate of Incorporation to (i)
effectuate a previously announced one-for-ten reverse stock split
of the Companys common stock (the Reverse Stock Split) and (ii)
reduce the authorized number of shares of the Companys common
stock from 200,000,000 to 100,000,000 (the Authorized Common
Stock Reduction). to the Reverse Stock Split, every 10 shares of
the Companys common stock outstanding prior to 7:00 p.m., Eastern
Time, on the Effective Date (the Effective Time) have been
converted into one share of common stock. The Reverse Stock Split
and the Authorized Common Stock Reduction took effect
concurrently at the Effective Time, and the Companys common stock
will open for trading on May 15, 2017 on a post-Reverse Stock
Split basis. No fractional shares will be issued in connection
with the Reverse Stock Split. Instead, the Company will round any
such fractional shares up to the next whole share. The par value
and other terms of the Companys common stock were not affected by
the Reverse Stock Split.
The CUSIP number for the post-Reverse Stock Split common stock is
761565506. The post-Reverse Stock Split common stock will
continue to trade on The NASDAQ Capital Market under the symbol
REXX. The Companys transfer agent, ComputerShare Trust Company,
N.A., is acting as the exchange agent for the Reverse Stock Split
and will send instructions to stockholders of record regarding
the exchange of pre-Reverse Stock Split common stock for
post-Reverse Stock Split common stock.
The Reverse Stock Split followed (i) the approval by the Companys
stockholders at the Annual Meeting of Stockholders held on May5,
2017 (the Annual Meeting) of (x) a grant of discretionary
authority to the Board of Directors of the Company (the Board) to
effect an amendment to the Companys Certificate of Incorporation
to effect a reverse stock split of the Companys common stock, at
a reverse stock split ratio between 1-for-5 and 1-for-10, with
such ratio to be determined by the Board in its sole discretion
and (y)the Authorized Common Stock Reduction, contingent on the
implementation of the Reverse Stock Split by the Board; and
(ii)the approval by the Board of (x) the specific 1-for-10
reverse stock split ratio and (y) the Authorized Common Stock
Reduction. The voting results from the Annual Meeting and the
stockholder approval of the Reverse Stock Split authorization and
the Authorized Common Stock Reduction proposals were disclosed in
a Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on May5, 2017.
The foregoing summary of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Certificate of Amendment, which is included in
Exhibit 3.1 and incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Exhibit Title |
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| 3.1 |
Certificate of Amendment to Certificate of Incorporation of Rex Energy Corporation |
About REX ENERGY CORPORATION (NASDAQ:REXX)
Rex Energy Corporation is an independent oil, natural gas liquid (NGL) and natural gas company. The Company has operations in the Appalachian Basin and Illinois Basin. In the Appalachian Basin, the Company is focused on its Marcellus Shale, Utica Shale and Upper Devonian (Burkett) Shale drilling and exploration activities. In the Illinois Basin, the Company is focused on its developmental oil drilling on its properties. The Company owns an interest in approximately 1,820 oil and natural gas wells. The Company produces an average of over 195.8 net millions of cubic feet equivalent (MMcfe) per day, composed of approximately 62.4% natural gas, over 9.5% oil and approximately 28.1% NGLs. In the Illinois Basin, the Company produces an average of approximately 1,998 barrels of oil per day (bopd). Including both developed and undeveloped acreage, the Company controls approximately 99,200 gross (over 79,700 net) acres in Illinois, Indiana and Kentucky. REX ENERGY CORPORATION (NASDAQ:REXX) Recent Trading Information
REX ENERGY CORPORATION (NASDAQ:REXX) closed its last trading session up +3.71 at 4.12 with 1,050,177 shares trading hands.
