Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HALCON RESOURCES CORPORATION
- - - - - - - - - - - - - - - - - - - - - - - - - -
Pursuant to Section 242 of the
Delaware General Corporation Law
- - - - - - - - - - - - - - - - - - - - - - - - - -
Halcon Resources Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chairman, Chief Executive Officer and President, hereby certifies as follows:
| | 1. | The name of the Corporation is “Halcon Resources Corporation” |
| | 2. | Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read in full as provided in the following indented paragraphs: |
“FOURTH: A. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 337,666,666, of which 336,666,666 shares shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.
1.Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
2.Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.
B. Effective at 12:01 a.m. Eastern Time on February 10, 2012 (the “Effective Time”), each three (3) shares of Common Stock of the Corporation issued and outstanding or held in treasury immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or by the holder thereof (the “Reverse Stock Split”). The Corporation shall not issue fractional shares of Common Stock or pay cash in respect thereof in connection with the Reverse Stock Split but, in lieu thereof, the aggregate number of shares of the Corporation’s Common Stock issuable to each holder in connection with the Reverse Stock Split shall be rounded up to the next higher whole number of shares of Common Stock. Following the Reverse Stock Split, each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”) shall thereafter be deemed for all purposes, as a result of the Reverse Stock Split and without any action on the part of the holders thereof, to represent only that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined pursuant to the Reverse Stock Split (subject to the treatment of fractional shares as set forth above).”
3. This Certificate of Amendment shall become effective as of February 10, 2012.
4. The directors of the Corporation duly adopted this Certificate of Amendment and declared said amendment to be advisable and in the best interests of the Corporation and its stockholders, all in accordance with Sections 141 and 242 of the Delaware General Corporation Law.
5. This Certificate of Amendment was duly adopted by written consent of the stockholders of the Corporation in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.
[Remainder of Page Intentionally Left Blank]
-2-
IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the Corporation by its Chairman, Chief Executive Officer and President, this 9th day of February, 2012.
| | |
| HALCON RESOURCES CORPORATION |
| |
| | /s/ Floyd C. Wilson |
| | Name: Floyd C. Wilson Title: Chairman, CEO and President |
-3-
