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: December 9, 2008
(Date of earliest
event reported)
Rosetta
Resources Inc.
(Exact name of
registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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717
Texas, Suite 2800
Houston,
TX
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77002
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(Address of
principal executive offices)
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(Zip
Code)
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713-335-4000
(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:
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))
On December 9,
2008, the Board of Directors (the “Board”) of Rosetta Resources, Inc. (the
“Company”) adopted amended and restated by-laws (the “Bylaws”). The Bylaws set
forth new advance notice provisions in new Sections 2.6 and 3.7 for a
stockholder of the Company to propose nominees for election to the Board or to
submit other business at an annual or special meeting of stockholders, other
than a matter properly brought at an annual meeting in compliance with Rule
14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
The Bylaws add
the requirement for stockholders to provide advance written notice of
stockholder proposals or nominations for an annual meeting and require that such
advance notice be delivered to the Company not less than 90 days nor more than
120 days prior to the first anniversary of the preceding year’s annual meeting,
subject to certain conditions. In addition, the Bylaws set forth the
scope of information stockholders must provide when bringing other business
before a stockholder meeting or nominating a director pursuant to the advance
notice provisions.
To be in proper
written form, a stockholder’s notice with respect to any business (other than
nominations) must state with respect to each such matter such stockholder
proposes to bring before the annual meeting (1) a brief description of the
business, the text of the proposal or business and the reasons for conducting
such business at the annual meeting, (2) certain identifying information with
respect to the stockholder and any other person on whose behalf the proposal is
made (such stockholder or other person, a “Proposing Person”), (3) the class and
number of shares of the Company’s capital stock owned beneficially and of record
by the Proposing Person, (4) with respect to each Proposing Person, whether and
the extent to which any hedging or other transaction has been entered into by or
on behalf of, or any other agreement has been made, the effect or intent of
which is to mitigate loss or manage the risk or benefit of share price changes
for, or to increase or decrease the voting power of, such Proposing Persons with
respect to any Company securities, (5) a description of all arrangements among
each Proposing Person and any other person (including their names) relating to
the proposal of such business by such stockholder, (6) any material interest of
each Proposing Person in such business, and (7) any other information relating
to the Proposing Person required to be disclosed in a proxy statement or other
filings required to be made in connection with proxy solicitations for election
of directors, or would be otherwise required, in each case pursuant to the
Exchange Act.
To be in proper
written form, a stockholder’s notice with respect to director nominations must
set forth (1) as to each nominee, the name, age, business address and residence
address of such nominee and his or her principal occupation or employment and
(2) as to the stockholder giving notice, (a) certain identifying information
with respect to such stockholder and any other person on whose behalf the
nomination in made (such stockholder or other person, a “Nominating Person”) and
(b) a description of all arrangements between such Nominating Person, any
proposed nominee and any other person (including their names) pursuant to which
the nomination(s) are to be made by the Nominating Person. In
addition, a stockholder’s notice must include the following with respect to each
nominee or Nominating Person: (1) the class and number of shares of the
Company’s capital stock owned beneficially or of record by such person, (2)
whether and the extent to which any hedging or other transaction has been
entered into by or on behalf of, or any other agreement has been made, the
effect or intent of which is to mitigate loss or manage the risk or benefit of
share price changes for, or to increase or decrease the voting power of, such
person with respect to any Company securities, and (3) any other information
relating to such persons required to be disclosed in a proxy statement or other
filings required to be made in connection with proxy solicitations for election
of directors pursuant to the Exchange Act.
All stockholder
notices, whether with respect to director nominations or otherwise, must include
a representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business or nomination before the meeting
and a statement whether any Proposing Person or Nominating Person, as the case
may be, intend to solicit proxies in connection with the proposal or
nomination. Additionally, notices with respect to director
nominations must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if
elected.
As was
described in the Company’s proxy statement for its 2008 Annual Meeting of
Stockholders, any stockholder proposal intended for inclusion in the Company’s
proxy statement for its 2009 Annual Meeting of Stockholders or any stockholder
recommendation for a nominee for director at such meeting must have been
received by the Company on December 1, 2008. The foregoing summary is
qualified in its entirety by reference to the Bylaws, a copy of which is filed
as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements
None.
(b)
Pro Forma Financial Information
None.
(c)
Shell Company Transactions
None.
(d)
Exhibits.
3.2 Amended and Restated
By-laws.
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.
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Dated:
December 9, 2008
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ROSETTA RESOURCES
INC.
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By:
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/s/ Michael
J. Rosinski
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Michael J.
Rosinski
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Executive
Vice President and Chief Financial Officer
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Exhibit
Index
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Exhibit
No.
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Description
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3.2
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Amended and Restated By-laws. | |||||