- Amended Securities Registration (section 12(g)) (8-A12G/A)
07 Julio 2009 - 6:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUEST RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Nevada
|
|
90-0196936
|
(State of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
210 Park Avenue, Suite 2750
|
|
|
Oklahoma City, Oklahoma
|
|
73102
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Title of each class
|
|
Name of each exchange on which
|
to be so registered
|
|
each class is to be registered
|
|
|
|
Preferred Stock Purchase Rights
|
|
The NASDAQ Global Market
|
|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
o
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
TABLE OF CONTENTS
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends and supplements the Registration Statement on Form 8-A initially
filed with the Securities and Exchange Commission on June 1, 2006 by Quest Resource Corporation, a
Nevada corporation (the Company), as set forth below. The Form 8-A is hereby incorporated by
reference herein.
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A is amended and supplemented by adding the following:
On July 2, 2009, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with New Quest Holdings Corp., a Delaware corporation (Holdco), Quest Midstream
Partners, L.P., a Delaware limited partnership (QMLP), Quest Energy Partners, L.P., a Delaware
limited partnership (QELP), Quest Midstream GP, LLC, a Delaware limited liability company
(QMGP), Quest Energy GP, LLC, a Delaware limited liability company (QEGP), Quest Resource
Acquisition Corp., a Delaware corporation that is a wholly-owned direct subsidiary of Holdco (QRC
Merger Sub), Quest Energy Acquisition, LLC, a Delaware limited liability company that is a
wholly-owned direct subsidiary of Holdco (QELP Merger Sub), Quest Midstream Holdings Corp., a
Delaware corporation that is a wholly-owned direct subsidiary of Holdco (QMHC), and Quest
Midstream Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct
subsidiary of QMHC (QMLP Merger Sub).
The Merger Agreement provides, among other things, for the merger of QRC Merger Sub with and
into the Company (the QRC Merger) and the conversion of the outstanding shares of Common Stock into the right to receive shares of common stock of Holdco subject to the terms and
conditions set forth in the Merger Agreement. The Board of Directors of the Company has
unanimously approved the QRC Merger and the Merger Agreement and has recommended that the
stockholders of the Company approve the QRC Merger and the Merger Agreement. In connection with the
QRC Merger, each share of Common Stock outstanding at the Effective Time
(as defined in the Merger Agreement) will be converted into the right to receive 0.0575 shares of
Holdcos common stock. Any fractional share of Holdco common stock that would otherwise be issued
in the QRC Merger will be rounded up to the nearest whole share of Holdco common stock.
In connection
with the execution of the Merger Agreement, the Company and Computershare
Trust Company, N.A., as successor rights agent to UMB Bank, n.a. (the Rights Agent), entered into
Amendment No. 1 to the Rights Agreement (the
Amendment) in order to render the Rights
inapplicable to the QRC Merger and the other transactions contemplated by the Merger Agreement.
Capitalized terms used but not defined herein have the meanings assigned thereto in the Rights
Agreement.
In particular, among other things, the Amendment provides the following: (i) none of Holdco,
QMLP, QELP, QMGP, QEGP, QRC Merger Sub, QELP Merger Sub, QMLP Merger Sub, QMHC nor any of their
respective subsidiaries, affiliates, associates, stockholders or unitholders shall be deemed to be
an Acquiring Person, and (ii) no Section 11(a)(ii) Event, Section 13 Event, Distribution Date, Stock
Acquisition Date or Triggering Event shall be deemed to have
2
occurred, in each case, as a result of (a) the approval, execution,
delivery or performance of the Merger Agreement or any other Transaction Document (as defined in
the Merger Agreement), (b) the consummation of any of the transactions contemplated thereby,
including the QRC Merger, or (c) the announcement of any of the foregoing.
The Amendment also redefines the term Final Expiration Date to include the time immediately
prior to the Effective Time (as defined in the Merger Agreement). As a result, the Rights Agreement
shall expire in connection with the closing of the QRC Merger if the Rights Agreement has not
otherwise terminated.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.2 and is
incorporated herein by reference.
Item 2. Exhibits.
|
3.1
|
|
The Companys Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Companys Registration Statement on Form 8-A12G/A (Amendment
No. 2) filed with the Securities and Exchange Commission on December 7, 2005).
|
|
|
3.2
|
|
Amendment to the Companys Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 6, 2006).
|
|
|
3.3
|
|
Third Amended and Restated Bylaws of the Company (as adopted on May 7,
2008) (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 12, 2008).
|
|
|
4.1.
|
|
Rights Agreement dated as of May 31, 2006, between Quest Resource
Corporation and UMB Bank, n.a., which includes as Exhibit A, the Certificate of
Designations Preferences and Rights of Series B Preferred Stock, as Exhibit B, the
Form of Rights Certificate, and as Exhibit C, the Summary of Rights to Purchase
Preferred Stock (incorporated by reference to Exhibit 4.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 1,
2006).
|
|
|
4.2
|
|
Amendment No. 1 to Rights Agreement, dated as of July 2, 2009, between
Quest Resource Corporation and Computershare Trust Company, N.A. as successor rights
agent to UMB Bank, n.a., as Rights Agent (incorporated by reference to Exhibit 4.1 to
the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 7, 2009).
|
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
|
|
|
|
|
|
QUEST RESOURCE CORPORATION
|
|
Dated: July 7, 2009
|
/s/
Jack Collins
|
|
|
Jack Collins
|
|
|
Executive Vice President,
Finance/Corporate Development
|
|
|
Quest Resource (MM) (NASDAQ:QRCP)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Quest Resource (MM) (NASDAQ:QRCP)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024