Form 8-K MILLER ENERGY RESOURCES, For: May 06
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E-mailUNITED 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
Date of report (Date of earliest event reported): May 6, 2015
MILLER ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Tennessee
(State or Other Jurisdiction of Incorporation)
001-34732 | 62-1028629 | |
(Commission File Number) | (IRS Employer Identification No.) | |
9721 Cogdill Road, Suite 302
Knoxville, TN 37932
(Address of Principal Executive Offices)
(865) 223-6575
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing
On May 6, 2015, Miller Energy Resources, Inc. (the “Company”) received a notice (the “Notice”) from NYSE Regulation, Inc. that it is not in compliance with the continued listing standards set forth in Section 802.01B of the Listed Company Manual (“Section 802.01B”) of the New York Stock Exchange, Inc. (the “NYSE”). Such noncompliance is based on the Company’s failure to maintain an average market capitalization and stockholders’ equity greater than $50 million over a 30 trading day period.
In accordance with Section 802.01B the Company has 45 days to submit a plan to the NYSE demonstrating the Company’s ability to regain compliance with the applicable rule within 18 months. Following receipt of the plan, the NYSE will have 45 days to review and evaluate it. If the NYSE accepts the plan, the Company will be subject to quarterly monitoring for compliance with its terms. If the NYSE does not accept the plan, the Company will be subject to suspension and delisting proceedings. During the 18-month cure period, the Company's shares will continue to be listed and traded on the NYSE subject to its compliance with other NYSE continued listing standards. The Company will continue to work directly with the NYSE to make sure they are aware of the Company's progress.
On May 12, 2015, the Company issued a press release announcing, among other things, its receipt of the Notice. A copy of that press release is filed as Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure.
As noted in Item 3.01 above, on May 12, 2015, the Company issues a press release announcing its receipt of the Notice. A copy of this press release is attached as Exhibit 99.1.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release dated May 12, 2015, announcing the Company’s receipt of the Notice | |
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 hereunto duly authorized.
Dated: May 12, 2015 | Miller Energy Resources, Inc. | |
By: | /s/ Carl F. Giesler, Jr. | |
Carl F. Giesler, Jr | ||
Chief Executive Officer | ||
 | |||
MILLER ENERGY RECEIVES NOTICE FROM NYSE REGARDING CONTINUED LISTING REQUIREMENTS
HOUSTON, TX-(May 12, 2015) - Miller Energy Resources, Inc. (NYSE: MILL) (“Miller Energy” or the “Company”) announced today that it received a notice on May 6, 2015 from NYSE Regulation, Inc. regarding the Company’s compliance with the continued listing requirements of the New York Stock Exchange Inc. (“NYSE”). The Company is below compliance with respect to a rule requiring that NYSE-listed companies maintain an average market capitalization and stockholders' equity greater than $50 million over a 30 trading-day period. The Company intends to notify the NYSE of its intent to regain compliance with this rule.
Under NYSE listing standards, the Company will have 45 days from the date of the notice to submit a plan to the NYSE demonstrating the Company’s ability to regain compliance with the applicable rule within 18 months. Following receipt of the plan, the NYSE will have 45 days to review and evaluate it. If the NYSE accepts the plan, the Company will be subject to quarterly monitoring for compliance with its terms. If the NYSE does not accept the plan, the Company will be subject to suspension and delisting proceedings. During the 18-month cure period, the Company's shares will continue to be listed and traded on the NYSE subject to its compliance with other NYSE continued listing standards. The Company will continue to work directly with the NYSE to make sure they are aware of the Company's progress.
In addition to this market capitalization requirement, as previously reported, the price of the Company’s common stock has also fallen below the NYSE’s continued listing standards. A company is considered to be below compliance standards if the average closing price of a security as reported on the NYSE is less than $1.00 over a consecutive 30 trading-day period. The Company has notified the NYSE of its intent to regain compliance with this rule within the six-month cure period allowed by the NYSE listing standards.
The NYSE notification does not affect the Company’s business operations or its SEC reporting requirements.
About Miller Energy Resources
Miller Energy Resources, Inc. is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State, significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy has two over-arching objectives: first, to be a long-term participant in the State’s E&P industry and in responsibly developing Alaska’s oil and gas resources; second, as the only public pure-play Alaska E&P, to be a straightforward vehicle for investors to participate in that development. Miller Energy manages its operations from Anchorage with additional administrative offices in the lower 48. The Company's common stock is listed on the NYSE under the symbol MILL. More information on Miller Energy can be found at www.millerenergyresources.com.
Statements Regarding Forward-Looking Information
Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such
forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "should," "may," "will," "continue," "strategy," "position," "opportunity," statements regarding the "flexibility" of the Company or the negative of any of those terms or other variations of them or by comparable terminology. A discussion of these risk factors is included in the Company's periodic reports filed with the SEC.
Investor Relations Contact
Derek Gradwell
SVP Natural Resources
MZ Group North America
Phone: 512-270-6990
Email: [email protected]
Web: www.mzgroup.us
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