UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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|   | FORM 10-Q/A

Amendment No. 1 |   |
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☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2014

OR

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-14039

 

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Callon Petroleum Company

(Exact Name of Registrant as Specified in Its Charter)

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| Delaware

(State or Other Jurisdiction of

Incorporation or Organization)              | 64-0844345

(IRS Employer

Identification No.) |
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| 200 North Canal Street

Natchez, Mississippi

(Address of Principal Executive Offices) | 39120

(Zip Code)                              |

 

601-442-1601

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No    ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒ No    ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

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| Large accelerated filer | ☐ |   | Accelerated filer         | ☒ |
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| Non-accelerated filer   | ☐ |   | Smaller reporting company | ☐ |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  ☐No    ☒

 

As of May 2, 2014, 40,449,884 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding.

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EXPLANATORY NOTE

 

We filed our Quarterly Report on Form 10-Q for the period ended March 31, 2014 on May 8, 2014 (the “Original Report”). We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) because exhibits 10.1, 10.2, and 10.3 were inadvertently omitted from the attachments submitted with the Original Report. We have made no further changes to the Original Report, as amended by this Amendment. This Amendment speaks as of the original filing date of the Original Report, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC subsequent to the filing of the Original Report.

 

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Part II.

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| Item 6. Exhibits                                            |
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| The following exhibits are filed as part of this Form 10-Q. |
|                                                        |   |                                                                      |   |                             |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit Number                                              |   | Description                                                               |
|                                                        |   |                                                                      |   |                             |                                                                                                                                                                                                                                                                                                                                                          |
| 3.                                                          |   | Articles of Incorporation and By-Laws                                     |
|                                                        |   | 3.1                                                                  |   |                             | Certificate of Incorporation of the Company, as amended (incorporated by reference from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed March 15, 2004, File No. 001-14039)                                                                                                                         |
|                                                        |   | 3.2                                                                  |   |                             | Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Company’s Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408)                                                                                                                                                                                        |
|                                                        |   | 3.3                                                                  |   |                             | Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 001-14039)                                                                                                                                |
|                                                        |   | 3.4                                                                  |   |                             | Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, File No. 001-14039)                                                                                                                            |
|                                                        |   | 3.5                                                                  |   |                             | Certificate of Designation of Rights and Preferences of 10.0% Series A Cumulative Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s Form 8-A filed on May 23, 2013)                                                                                                                                                           |
| 4.                                                          |   | Instruments defining the rights of security holders, including indentures |
|                                                        |   | 4.1                                                                  |   |                             | Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 of the Company’s Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408)                                                                                                                                                                            |
|                                                        |   | 4.2                                                                  |   |                             | Indenture for the Company’s 13.00% Senior Notes due 2016, dated November 24, 2009, between Callon Petroleum Company, the subsidiary guarantors described therein, Regions Bank and American Stock Transfer & Trust Company (incorporated by reference to Exhibit T3C to the Company’s Form T3, filed November 19, 2009, File No. 022-28916) |
|                                                        |   | 4.3                                                                  |   |                             | Form of Certificate representing the 10.0% Series A Cumulative Preferred Stock (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-A filed on May 23, 2013)                                                                                                                                                                       |
| 10.                                                         |   | Material Contracts                                                        |
|                                                        |   | 10.1                                                                 |   |                             | $500 million Amended and Restated Credit Facility, dated March 11, 2014                                                                                                                                                                                                                                                                                       |
|                                                        |   | 10.2                                                                 |   |                             | $125 million Second Lien Term Loan Facility, dated March 11, 2014                                                                                                                                                                                                                                                                                             |
|                                                        |   | 10.3                                                                 |   |                             | Inter Creditor Agreement, dated March 11, 2014                                                                                                                                                                                                                                                                                                                |
|                                                        |   | 10.4                                                                 |   |                             | Settlement Agreement, dated March 9, 2014, with Lone Star Value Investors, L.P. and other persons (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed by the Company on March 10, 2014)                                                                                                                                                       |
| 31.                                                         |   | Certifications                                                            |
|                                                        |   | 31.1                                                                 |   |                             | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                           |
|                                                        |   | 31.2                                                                 |   |                             | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                           |
|                                                        |   | *32.                                                                      |   |                             | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                  |
| 101.                                                        |   | Interactive Data Files                                                    |
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|                                                        |   |                                                                      |   | * Previously filed or furnished. |

 

 

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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 thereunto duly authorized.

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|                     | Callon Petroleum Company              |          |
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| Signature                | Title                                 | Date          |
|                     |                                  |          |
| /s/ Fred L. Callon       | President and Chief Executive Officer | June 11, 2014 |
| Fred L. Callon           |                                  |          |
|                     |                                  |          |
| /s/ Joseph C. Gatto, Jr. | Senior Vice President,                | June 11, 2014 |
| Joseph C. Gatto, Jr.     | Chief Financial Officer and Treasurer |          |

 

 

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