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GeoResources 10-K 2012
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A (Amendment No. 1) Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended December 31, 2010 Commission File Number – 0-8041
GEORESOURCES, INC. (Exact name of registrant as specified in its charter)
(281) 537-9920 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
Indicated by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No Indicate by check mark whether the 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 x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicated by check mark whether the registrant is a large accelerated file, an accelerated file, a non-accelerated filer, or a smaller reporting company. (Check one):
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Aggregate market value of the voting common stock held by non-affiliates of the registrant at June 30, 2010: $180,766,713 Number of shares of the registrant’s common stock outstanding at February 6, 2012: 25,607,042
DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant’s proxy statement relating to registrant’s 2011 annual meeting of shareholders have been incorporated by reference in Part III of this annual report on Form 10-K.
EXPLANATORY NOTE GeoResources, Inc. (the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (the “Amendment”) to reflect changes made in response to comments received by the Registrant from the Staff of the Securities and Exchange Commission (the “Staff”), in connection with the Staff’s review of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 11, 2011 (the “Original Report”). In response to the Staff’s comments, the Registrant has amended its Original Report to file an amended and restated report (the “Revised Report”) of the Registrant’s third-party petroleum engineering firm, Cawley, Gillespie & Associates, Inc. (“CG&A”). The Revised Report reflects the following additions and certain other disclosure enhancements: (i) provides confirmation from CG&A that all assumptions, data, methods and procedures used in the preparation of the reserves report were appropriate for the purpose served by the report; (ii) provides a discussion regarding the inherent uncertainties of reserves estimates; (iii) provides a statement that CG&A used all methods and procedures as they considered necessary under the circumstances to prepare the report; and (iv) provides a brief summary of CG&A’s conclusions with respect to the reserves estimates. The Registrant has also included in this Amendment (i) an amended and restated “Item 15. Exhibits, Financial Statement Schedules”; (ii) the consent of Cawley, Gillespie & Associates, Inc. in Exhibit 23.3; (iii) currently dated certifications from our Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 in Exhibits 31.1 and 31.2; and (iv) an updated signature page. Except as identified above, no other item or disclosures in the Original Report have been amended, and all other information included in the Original Report remains unchanged. Furthermore, the Amendment does not amend, update or change any other items or disclosures contained in the Original Report or otherwise reflect events that occurred subsequent to the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, as well as the Registrant’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Report.
Item 15. Exhibits and Financial Statement Schedules
Signatures Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EXHIBIT INDEX FOR Form 10-K/A for the year ended December 31, 2010.
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