form8k_092608.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): September 26,
2008
NORTHERN
OIL AND GAS, INC.
(Name of
small business issuer in its charter)
Nevada
|
000-33999
|
95-3848122
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
315
Manitoba Avenue – Suite 200
Wayzata,
Minnesota
|
55391
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (952)
476-9800
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))
|
SECTION
1 - REGISTRANTS BUSINESS AND OPERATIONS
Item
1.01 – Entry into a Material Definitive Agreement.
Amendment to Land Bank
Arrangement
On April
14, 2008, Northern Oil and Gas, Inc. (the “Company”) entered into an
Agreement setting forth a land bank arrangement with Deephaven MCF
Acquisition, LLC (“Deephaven”), an affiliate of Deephaven Capital Management
LLC, pursuant to which the Company obtained the option to acquire leases
having an aggregate value of up to $8.1 million. The Company
previously utilized approximately $5.1 million of the potential facility and
Deephaven purchased certain leases in North Dakota at a cost of $1,000 per net
acre. The Company was granted the right, but not the obligation, to
purchase those leases under the terms of the Agreement. Complete
details of the Agreement were previously disclosed in a Form 8-K Current Report
filed by the Company on April 16, 2008, and a copy of the Agreement was included
as an attachment to that Form 8-K.
On
September 26, 2008, the Company agreed to a Second Amendment to the Agreement
whereby the Company agreed to purchase from Deephaven all leases remaining in
the land bank arrangement no later than November 25, 2008 for $912.50 per net
acre ($4,364,456.90 in the aggregate) plus 67,500 fully-paid and non-assessable
restricted shares of the Company’s common stock. Such cash payment
and issuance of shares constitute the sole consideration to be received by
Deephaven for any and all leases remaining in the land bank arrangement and
terminates any and all obligations of the Company to issue to Deephaven any
other shares of capital stock, pay to Deephaven any further cash or provide any
other consideration that Deephaven otherwise would be entitled to receive under
the Agreement. No additional cash, capital stock or other
consideration of any form will be due from the Company to Deephaven following
Deephaven’s receipt of the agreed-upon cash payment and shares of common
stock.
The
Second Amendment also terminated the Registration Rights Agreement By and Among
Northern Oil and Gas, Inc. and Deephaven MCF Acquisition LLC dated April 14,
2008 and a prior Amendment extending the initial option period under the
Agreement. The Second Amendment provides, however, that the Company
is required to file a registration statement on Form S-3 registering the shares
of common stock issued to Deephaven no later than December 25,
2008.
A copy of
the Second Amendment is included as an exhibit to this Form 8-K.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
|
|
Description
|
10.1
|
|
Second
Amendment to Agreement by and between Northern Oil and Gas, Inc. and
Deephaven MCF Acquisition LLC dated April 14,
2008
|
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.
NORTHERN
OIL AND GAS, INC.
Date: September
26,
2008 By
/s/ Ryan
R.Gilbertson
Ryan
R. Gilbertson, Chief Financial Officer