-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/aXFqblgXdXD3o52IS12r3TUBeF8yryNkuQgaoxB3IA822fG6Y3RAwKleF6jxx6 Dmf2SqdKGizdI+A876Sz8w== 0000891092-03-003583.txt : 20031208 0000891092-03-003583.hdr.sgml : 20031208 20031208141829 ACCESSION NUMBER: 0000891092-03-003583 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031205 ITEM INFORMATION: Other events FILED AS OF DATE: 20031208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM EXPLORATION CO CENTRAL INDEX KEY: 0001034755 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752692967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22433 FILM NUMBER: 031042255 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 5124273300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 8-K 1 e16389_8k.txt 8-K ================================================================================ 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): December 5, 2003 BRIGHAM EXPLORATION COMPANY (Exact name of registrant as specified in its charter) Delaware 000-22433 75-2692967 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6300 Bridgepoint Parkway Building Two, Suite 500 Austin, Texas 78730 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (512) 427-3300 ================================================================================ Item 5. Other Events. Rule 10b5-1(c) of Regulation FD of the Securities and Exchange Act of 1934 provides an exemption to the insider trading rules in the form of an affirmative defense. According to the SEC, the provision "is designed to cover situations in which a person can demonstrate that the material nonpublic information was not a factor in the trading decision [and] will provide appropriate flexibility to those who would like to plan securities transactions in advance of a time when they are not aware of material nonpublic information, and then carry out those pre-planned transactions at a later time, even if they later become aware of material nonpublic information." Pursuant to Rule 10b5-1(c), Mr. A. Lance Langford, Executive Vice President Operations, Mr. Jeffery E. Larson, Executive Vice President Exploration, and Mr. David T. Brigham, Executive Vice President Land & Administration, have each adopted a written plan agreement relating to future sales of part of their Brigham Exploration Company common stock and option positions. The officers are entering into the 10b5-1(c) plans in order to diversify their financial holdings over a more extended period of time, rather than the traditional trading "windows." Under Rule 10b5-1(c), all such sales will be deemed not to be made "on the basis of" material nonpublic information, because the officers were not aware of any such information when the plans were adopted. SIGNATURE 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 thereunto duly authorized. BRIGHAM EXPLORATION COMPANY Date: December 5, 2003 By: /s/ Eugene B. Shepherd, Jr ----------------------------- Eugene B. Shepherd, Jr. Executive Vice President & Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----