UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 6, 2008
Date of report (Date of earliest event reported)
STONE ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12074
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72-1235413 |
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(State or Other
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(Commission File
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(IRS Employer |
Jurisdiction of
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Number)
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Identification No.) |
Incorporation) |
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625 E. Kaliste Saloom Road |
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Lafayette, Louisiana
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70508 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (337) 237-0410
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c)) |
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
Filing of Form S-4 Registration Statement
Previously, on April 30, 2008, Stone Energy Corporation (Stone) announced that Stone, Stone
Energy Offshore, L.L.C., a wholly-owned subsidiary of Stone (Merger Sub), and Bois dArc Energy,
Inc. (Bois dArc) had entered into a merger agreement, pursuant to which Bois dArc will merge
with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of
Stone, with Stone and Merger Sub each surviving the merger and Stone continuing its corporate
existence (together, these transactions are referred to herein as the merger), subject to the
terms and conditions of the merger agreement. On June 6, 2008, Stone filed a Form S-4 Registration
Statement with the Securities and Exchange Commission (the SEC), including a joint proxy
statement/prospectus in furtherance of the merger. The Form S-4 contains information about Stone,
Bois dArc, the merger and the combined operations of Stone following the merger, assuming the
approval of the issuance of shares of Stone common stock in the merger by Stone shareholders, the
approval of the merger by the Bois dArc stockholders and the satisfaction or waiver of the other
conditions to the merger.
These materials are not a substitute for the registration statement filed with the Securities and
Exchange Commission in connection with the proposed merger, or the joint proxy
statement/prospectus. The Form S-4 has not yet been declared effective by the SEC. Investors are
urged to read the joint proxy statement/prospectus which contains important information, including
detailed risk factors, when it becomes available. The joint proxy statement/prospectus and other
documents that will be filed by Stone and Bois dArc with the Securities and Exchange Commission
will be available free of charge at the SECs website, www.sec.gov, or by directing a request to
Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, Attention:
Investor Relations; or by directing a request to Bois dArc Energy, Inc., 600 Travis Street,
Suite 5200, Houston, TX 77002, Attention: Investor Relations.