GeoResources 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2008
(Exact name of registrant as specified in its charter)
110 Cypress Station Drive, Suite 220
Houston, Texas 77090
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
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 7.01 REGULATION FD DISCLOSURE.
On February 20, 2008, the Registrant posted to its website through this Form 8-K a Company summary (the “Summary”), which is attached hereto as Exhibit 99.6. The Registrant has determined that from time to time it may make presentations to investors and others in the investment banking community of the Summary or parts thereof, with immaterial modifications. Furthermore, the Registrant may make presentations of the Summary to other parties in the normal course of business which may include commercial banks, potential institutional investment partners, acquisition candidates, asset sellers and vendors. The information contained in the Summary is summary information that is intended to be considered in the context of our filings with the Securities and Exchange Commission and other public announcements that we may make, by press release or otherwise, from time to time.
Some of the matters discussed in the Summary contain forward-looking statements that involve uncertainties and risks related to, intense competition in the oil and gas industry, our dependence on our management, volatile oil and gas prices, uncertainties associated with oil and gas reserve estimates, operating and capital costs and our need to replace production and acquire or develop additional oil and gas reserves, among other matters. Actual results could differ materially from those projected and we caution investors not to place undue reliance on the forward-looking statements contained in, or made in connection with, the Summary.
This information herein and the exhibit attached hereto are furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, GeoResources, Inc. makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to the requirement 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.
Date: February 20, 2008