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): September 9, 2009
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
|
|
20-8521842 |
| (State or other jurisdiction of
|
|
001-33704
|
|
(I.R.S. Employer |
| incorporation)
|
|
(Commission File Number)
|
|
Identification Number) |
| |
|
|
| 100 Crescent Court, Suite 1200 |
|
|
| Dallas, TX |
|
|
| (Address of principal
|
|
75201 |
| executive offices)
|
|
(Zip code) |
(214) 615-2300
(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 is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 7.01 Regulation FD Disclosure
In connection with the previously announced transaction contemplated by that certain Purchase and
IPO Reorganization Agreement, dated as of August 2, 2009, by and among the Hicks Acquisition
Company I, Inc. (the “Company”), Resolute Energy Corporation, a Delaware corporation (“REC”),
Resolute Holdings Sub, LLC, Resolute Subsidiary Corporation, a wholly-owned subsidiary of REC,
Resolute Aneth, LLC, Resolute Holdings, LLC, and HH-HACI, L.P., pursuant to which the Company’s
stockholders will acquire a majority of the outstanding shares of capital stock of REC
(collectively, the “Acquisition”), attached hereto as Exhibit 99.1 are updated road show materials
to be presented to certain existing and potential stockholders of the Company.
Item 8.01 Other Events
On September 9, 2009, REC filed with the Securities and Exchange Commission (the “SEC”) a third
amendment to its preliminary Registration Statement on Form S-4 (File No. 333-161076) (the
“Registration Statement”) that includes a preliminary proxy statement of the Company and
constitutes a preliminary prospectus of REC. The Registration Statement relates to the transactions
contemplated by the Acquisition.
Participants In The Solicitation
The Company, REC and their respective directors and officers may be deemed participants in the
solicitation of proxies to the Company’s stockholders with respect to the Acquisition. A list of
the names of those directors and officers and a description of their interests in the Acquisition
is contained in the preliminary proxy statement/prospectus regarding the Acquisition, which is
included as part of the Registration Statement. The Company’s stockholders may obtain additional
information about the interests of the directors and officers of the Company and REC in the
Acquisition by reading any other materials to be filed with the SEC regarding the Acquisition when
such information becomes available.
Important Additional Information Regarding the Acquisition will be Filed with the SEC
In connection with the Acquisition, the Company and REC have filed a third amendment to the
preliminary proxy statement/prospectus, which is included as part of the Registration Statement.
The Company and REC may file other relevant documents concerning the Acquisition, including any
additional amendments to the Registration Statement that may be filed by REC. INVESTORS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) INCLUDED AS PART OF THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION REGARDING THE ACQUISITION. Investors and security holders may obtain a free
copy of the proxy statement/prospectus (when available) and the other documents free of charge at
the website maintained by the SEC at www.sec.gov. Investors may also obtain these documents, free
of charge, by directing a request to the Company at 100 Crescent Court, Suite 1200, Dallas, TX
75201 or by contacting the Company at (214) 615-2300.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, regarding the Acquisition and the
Company’s plans, objectives, and intentions. Words such as expects, anticipates, intends, plans,
believes, seeks, estimates, and similar expressions or variations of such words are intended to
identify forward-looking statements, but are not the exclusive means of identifying forward-looking
statements in this report.
Forward-looking statements in this report include matters that involve known and unknown risks,
uncertainties, and other factors that may cause actual results, levels of activity, performance or
achievements to differ materially from results expressed or implied by this report. Such risk
factors include, among others: uncertainties as to the timing of the Acquisition; approval of the
Acquisition by the Company’s stockholders; approval of the warrant amendment by the holders of
public warrants; approval of the amendment to the Company’s certificate of incorporation by the
Company’s stockholders; the satisfaction of other closing conditions to the Acquisition, including
the receipt of any required regulatory approvals; costs related to the Acquisition; the volatility
of oil and gas prices; discovery, estimation, development, and replacement of oil and gas reserves;
the future cash flow, liquidity, and financial position of REC’s operating subsidiaries; the
success of the business and financial strategy, hedging strategies, and plans of REC; the amount,
nature and timing of capital expenditures of REC, including future development costs; availability
and terms of capital; the effectiveness of the CO2 flood program of REC’s operating
subsidiaries; the timing and amount of future production of oil and gas; availability of drilling
and production equipment; operating costs and other expenses of REC’s operating subsidiaries; the
success of prospect development and property acquisition of REC’s operating subsidiaries; the
success of REC’s operating subsidiaries in marketing oil and gas; competition in the oil and gas
industry; the relationship of REC’s operating subsidiaries with the Navajo Nation and Navajo Nation
Oil and Gas, as well as the timing of when certain purchase rights held by Navajo Nation Oil and
Gas become exercisable; the impact of weather and the occurrence of disasters, such as fires,
floods, and other events and natural disasters; government regulation of the oil and gas industry;
developments in oil-producing and gas-producing countries; the success of strategic plans,
expectations and objectives for future operations of REC. Actual results may differ materially
from those contained in the forward-looking statements in this report. The Company and REC
undertake no obligation and do not intend to update these forward-looking statements to reflect
events or circumstances occurring after the date of this report. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this report.
All forward-looking statements are qualified in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits.
| |
|
|
| Exhibit |
|
|
| Number |
|
Exhibit |
|
|
|
99.1*
|
|
Road show materials. |