Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Energy XXI Ltd | exhibit3_1.htm |
| EX-99.1 - EXHIBIT 99.1 - Energy XXI Ltd | exhibit99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 29, 2010
Energy
XXI (Bermuda) Limited
(Exact
name of registrant as specified in its charter)
|
BERMUDA
|
001-33628
|
98-0499286
|
||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Canon’s
Court, 22 Victoria Street, P.O. Box HM
1179,
Hamilton HM EX, Bermuda
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (441) 295-2244
(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:
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On January 29, 2010, Energy XXI
(Bermuda) Limited (the “Company”) amended the Bye-Laws of the Company (the
“Amendment”) for the purposes of affecting the consolidation of shares of the
Company’s common stock on a basis of one (1) share of common stock for each five
(5) shares of common stock outstanding (the “5-for-1 Reverse
Split”)
The Company’s shareholders approved the
5-for-1 Reverse Split at the 2009 Annual General Meeting of Shareholders held on
December 11, 2009 by a resolution authorizing the Company’s Board of Directors,
in its sole discretion, to effect a reverse stock split of the Company’s common
shares at any time on or before December 31, 2010 at one of five reverse split
ratios: 1-for 2, 1-for-5, 1-for-10, 1-for-15 or
1-for-20. Subsequently, the Board of Directors approved the 5-for-1
Reverse Split on January 13, 2010 to be effective at the opening of trading on
The NASDAQ Stock Market on January 29, 2010. Upon the exercise of any
stock options or warrants, resulting shares of common stock issued will be
issued on a post-consolidation basis with the corresponding adjustment to the
stock option and warrant exercise prices. No scrip or fractional
certificates will be issued in connection with the 5-for-1 Reverse
Split. Those shareholders who otherwise would have been entitled to
receive a fractional share as a result of the 5-for-1 Reverse Split will receive
an amount in cash equal to $17.60 per post-split share of common stock for such
fractional interests.
Registered shareholders of Energy XXI
who hold existing physical stock certificates will receive a letter of
transmittal from Energy XXI’s transfer agent, Continental Stock Transfer &
Trust Company, containing instructions on how to receive new share
certificates. Shareholders whose certificates are held in “street
name” or on deposit with their brokerage firm will need to take no further
action.
The foregoing description of the
Amendment is qualified in its entirety by reference to the full text of the
Bye-Laws of the Company, as so amended, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Item
9.01 Financial Statements and Other Exhibits
(d)
Exhibits.
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Exhibit
Number
|
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Description
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3.1
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Bye-Laws.
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99.1
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Press
release dated January 28, 2010.
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- 2
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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.
|
Energy
XXI (Bermuda) Limited
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||||
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By:
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/s/
West Griffin
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Name:
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West
Griffin
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Title:
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Chief
Financial Officer
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|||
Date:
January 29, 2009
- 3
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EXHIBIT INDEX
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Exhibit
Number
|
|
Description
|
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3.1
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Bye-Laws.
|
|
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99.1
|
Press
release dated January 28, 2010.
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- 4
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