Minnesota
(State or Other Jurisdiction of
Incorporation or Organization)
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95-3848122
(I.R.S. Employer
Identification No.)
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315 Manitoba Avenue, Suite 200
Wayzata, Minnesota
(Address of Principal Executive Offices)
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55391
(Zip Code)
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Michael L. Reger
Chief Executive Officer
315 Manitoba Avenue, Suite 200
Wayzata, Minnesota 55391
(Name and Address of Agent for Service)
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Title of securities to be registered
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Amount to be registered (1)(2)
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Proposed maximum offering price per share (2)
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Proposed maximum aggregate offering price (2)
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Amount of registration fee (2)
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Common Stock, par value $0.001 per share
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1,000,000 shares
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$17.690
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$17,690,000
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$2,053.81
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(1)
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This Registration Statement includes, in addition to the number of shares stated above, an indeterminate number of additional shares that may be issued pursuant to the provisions of the plan described herein as the result of any future stock split, stock dividend, or similar adjustment of Northern Oil and Gas, Inc.’s outstanding common stock, par value $0.001 per share (the “Common Stock”) in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Act”).
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(2)
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Estimated solely for purposes of calculating the registration fee under Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of such common stock as reported on the NYSE Amex Equities Market on June 20, 2011.
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3.1
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Articles of Incorporation of Northern Oil and Gas, Inc. (1)
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3.2
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Bylaws of Northern Oil and Gas, Inc. (2)
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4
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Specimen Certificate of Common Stock, par value $0.001 per share, of Northern Oil and Gas, Inc. (3)
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5
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Opinion of Faegre & Benson LLP
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23.1
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Consent of Faegre & Benson LLP (included in Exhibit 5)
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23.2
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Consent of Mantyla McReynolds LLC
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23.3
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Consent of Ryder Scott Company, L.P.
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24
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Powers of Attorney (included on the signature page hereto)
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99
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Northern Oil and Gas, Inc. 2009 Equity Incentive Plan, as amended and restated April 26, 2011 (4)
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(1)
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Incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed with the SEC on July 2, 2010 (file no. 1-33999).
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(2)
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Incorporated by reference to Exhibit 3.4 to the company’s Current Report on Form 8-K filed with the SEC on July 2, 2010 (file no. 1-33999).
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(3)
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Incorporated by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed with the SEC on July 2, 2010 (file no. 1-33999).
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(4)
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Incorporated by reference to Appendix A to the company’s Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders filed with the SEC on May 2, 2011 (file no. 1-33999).
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Signature
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Title
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Date
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/s/ Michael L. Reger
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Chief Executive Officer and Director
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June 20, 2011
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Michael L. Reger
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/s/ Chad D. Winter
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Chief Financial Officer
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June 20, 2011
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Chad D. Winter
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/s/ Ryan R. Gilbertson
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Director
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June 20, 2011
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Ryan R. Gilbertson
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/s/ Loren J. O’Toole
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Director
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June 20, 2011
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Loren J. O’Toole
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/s/ Carter Stewart
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Director
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June 20, 2011
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Carter Stewart
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/s/ Jack King
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Director
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June 20, 2011
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Jack King
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/s/ Robert Grabb
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Director
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June 20, 2011
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Robert Grabb
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/s/ Lisa Bromiley Meier
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Director
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June 20, 2011
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Lisa Bromiley Meier
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Exhibit No.
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Description
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Manner of Filing
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3.1 |
Articles of Incorporation of Northern Oil and Gas, Inc.
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Incorporated by reference
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3.2 |
Bylaws of Northern Oil and Gas, Inc.
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Incorporated by reference
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4 |
Specimen Certificate of Common Stock, par value $0.001 per share of Northern Oil and Gas, Inc.
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Incorporated by reference
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5 |
Opinion of Faegre & Benson LLP
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Filed Electronically
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23.1 |
Consent of Faegre & Benson LLP
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Included in Exhibit 5
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23.2 |
Consent of Mantyla McReynolds LLC
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Filed Electronically
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23.3 |
Consent of Ryder Scott Company, L.P.
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Filed Electronically
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24 |
Power of Attorney
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Included on Signature Page
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99 |
Northern Oil and Gas, Inc. 2009 Equity Incentive Plan, as amended and restated April 26, 2011
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Incorporated by reference
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