As filed with the Securities and Exchange Commission on December 21, 2018
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TOFORM S-8 NO.333-219200
POST-EFFECTIVE AMENDMENT NO. 1 TOFORM S-8 NO.333-197356
POST-EFFECTIVE AMENDMENT NO. 1 TOFORM S-8 NO.333-193787
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
Gastar Exploration Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35211 | 38-3531640 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1331 Lamar Street, Suite 650
Houston, Texas 77010
(713)739-1800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
GASTAR EXPLORATION INC. LONG-TERM STOCK INCENTIVE PLAN
AMENDED AND RESTATED GASTAR EXPLORATION INC. LONG-TERM INCENTIVE PLAN
GASTAR EXPLORATION INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
(Full title of the plans)
| (Name, address, including zip code and telephone number, including area code, of agent for service) | Copy of communications to: | |
| Michael A. Gerlich | Brooks W. Antweil | |
| Chief Financial Officer | Kirkland & Ellis LLP | |
| 1331 Lamar Street, Suite 650 | 609 Main Street, 45th Floor | |
| Houston, Texas 77010 | Houston, Texas 77002 | |
| (713)739-1800 | (713)836-3600 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements onForm S-8 (the “Registration Statements”), filed by Gastar Exploration Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission:
| • | Registration StatementNo. 333-219200, filed onForm S-8 on July 7, 2017, pertaining to the registration of 15,400,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued or issuable under the Gastar Exploration Inc. Amended and Restated Long-Term Incentive Plan; |
| • | Registration StatementNo. 333-197356, filed onForm S-8 on July 11, 2014, pertaining to the registration of 3,300,000 shares of Common Stock, issued or issuable under the Amended and Restated Gastar Exploration Inc. Long-Term Incentive Plan; and |
| • | Registration StatementNo. 333-193787, filed onForm S-8 on February 6, 2014, pertaining to the registration of 6,769,145 shares of Common Stock issued or issuable under the Gastar Exploration Inc. Long-Term Stock Incentive Plan. |
On October 31, 2018, the Company and certain of its subsidiaries filed voluntary petitions for reorganization under chapter 11 (the “Filing”) of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), which cases are being jointly administered under the captionIn re Gastar Exploration Inc., et al, CaseNo. 18-18-36057 (the “Chapter 11 Cases”). On December 20, 2018, the Company’s prepackaged plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court. Pursuant to the terms of the Plan, among other things, holders of Common Stock (other than those affiliated with Ares Management LLC) will receive their pro rata share of $150,000 and the Common Stock will be canceled, subject to the right of one holder of preferred stock to elect on or prior in January 4, 2019, to receive warrants to purchase less than 1% of the common equity interests in the Company or its successor following emergence from the Chapter 11 Cases.
As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of each Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this post-effective amendment to the registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 21, 2018.
GASTAR EXPLORATION INC. | ||
By: | /s/ Michael A. Gerlich | |
Name: | Michael A. Gerlich | |
Title: | Chief Financial Officer | |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statements has been signed by the following persons in the capacities indicated on December 21, 2018.
Signature | Title | |
/s/ Jerry R. Schuyler | Interim Chief Executive Officer | |
| Jerry R. Schuyler | Chairman of the Board of Directors | |
| (Principal Executive Officer) | ||
/s/ Michael A. Gerlich | Senior Vice President and | |
| Michael A. Gerlich | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
/s/ Randolph C. Coley | Director | |
| Randolph C. Coley | ||
/s/ Harry Quarls | Director | |
| Harry Quarls | ||
* | Director | |
| Robert D. Penner | ||
/s/ Stephen A. Holditch | Director | |
| Stephen A. Holditch | ||
/s/ Marc Beilinson | Director | |
| Marc Beilinson | ||
/s/ William L. Transier | Director | |
| William L. Transier | ||
| By: | /s/ Michael A. Gerlich | |
| Michael A. Gerlich | ||
| Attorney-in-fact | ||
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