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 (Date of earliest event reported): January 6, 2012
GOODRICH PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 001-12719 | 76-0466193 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 801 Louisiana, Suite 700 Houston, Texas |
77002 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code): (713) 780-9494
N/A
(Former Name or former address if changed since last report)
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:
| ¨ | 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)) |
ITEM 8.01 Other Events
Goodrich Petroleum Corporation (the “Company”) will be filing a registration statement on Form S-4, which incorporates by reference the contents of this Current Report on Form 8-K. The Company’s subsidiary, Goodrich Petroleum Company, L.L.C., (the “Guarantor”), will be a co-registrant with the Company, and the registration statement will register a guarantee of debt securities by the Guarantor. At such time, the guarantor will become subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities registered or being registered. Pursuant to Rule 3-10 of Regulation S-X, this Current Report on Form 8-K was prepared to provide revised financial information that complies with Rule 3-10 of Regulation S-X and to update current litigation in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, originally filed on February 22, 2011 (“2010 Form 10-K”).
Litigation relating to Hoover Tree Farm, LLC v. Goodrich Petroleum Company, LLC et al. settled in October as described in Footnote 9 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.
Please note that the Company has not otherwise updated the financial information or business discussion for activities or events occurring after the date this information was originally presented in the Company’s 2010 Form 10-K. You should read the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011 and the Company’s Current Reports on Form 8-K and any amendments thereto for updated information.
ITEM 9.01 Financial Statements and Exhibits.
This Current Report on Form 8-K includes updated information for the following items included in the Company’s 2010 Form 10-K:
ITEM 8 FINANCIAL STATEMENTS AND FOOTNOTES
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 99.1 | “Item 8. Financial Statements” of Goodrich Petroleum Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Schema Document | |
| 101.CAL | XBRL Calculation Linkbase Document | |
| 101.LAB | XBRL Labels Linkbase Document | |
| 101.PRE | XBRL Presentation Linkbase Document | |
| 101.DEF | XBRL Definition Linkbase Document | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOODRICH PETROLEUM CORPORATION | ||
| /s/ Michael J. Killelea | ||
| Michael J. Killelea | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Dated: January 6, 2012
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EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 99.1 | “Item 8. Financial Statements” of Goodrich Petroleum Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Schema Document | |
| 101.CAL | XBRL Calculation Linkbase Document | |
| 101.LAB | XBRL Labels Linkbase Document | |
| 101.PRE | XBRL Presentation Linkbase Document | |
| 101.DEF | XBRL Definition Linkbase Document | |
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