8-K

 

 

UNITED STATES

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

June 1, 2016

(Date of earliest event reported)

 

 

 

LOGO

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14039   64-0844345

(State or other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

200 North Canal St.

Natchez, Mississippi 39120

(Address of principal executive offices, including zip code)

(601) 442-1601

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 

Section 8 – Other Events

 

Item 8.01 Other Events.

On May 26, 2016, Callon Petroleum Company (“we” or “our”) entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which we agreed to register under the Securities Act of 1933, as amended, 9,333,333 shares of our common stock (the “Common Shares”) that were issued in connection with a previously disclosed acquisition. On the date hereof, we filed a prospectus supplement covering the Common Shares under our registration statement on Form S-3 (Registration No. 333-210612). In connection with the registration of the Common Shares, we are filing a legal opinion of Haynes and Boone, LLP as Exhibit 5.1 to this Form 8-K. A copy of the Registration Rights Agreement was filed as Exhibit 10.1 to our Form 8-K filed on May 31, 2016.

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit Number

   

Title of Document

5.1    Opinion of Haynes and Boone, LLP

SIGNATURES

Pursuant to the requirements 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.

 

  Callon Petroleum Company
  (Registrant)
June 1, 2016  

By: /s/ Joseph C. Gatto, Jr.

  Joseph C. Gatto, Jr.
  Chief Financial Officer, Senior Vice President and Treasurer

Exhibit Index

 

Exhibit Number

   

Title of Document

5.1    Opinion of Haynes and Boone, LLP