0001193125-11-355652.txt : 20111229 0001193125-11-355652.hdr.sgml : 20111229 20111229162824 ACCESSION NUMBER: 0001193125-11-355652 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111229 DATE AS OF CHANGE: 20111229 EFFECTIVENESS DATE: 20111229 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-163501 FILM NUMBER: 111287040 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 S-8 POS 1 d273054ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Registration No. 333-163501

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BRIGHAM EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   75-2692967

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

6300 Bridgepoint Pkwy, Bldg. Two

Suite 500, Austin, Texas

   78730
(Address of Principal Executive Offices)   Zip Code

 

 

1997 Incentive Plan of Brigham Exploration Company

(Full title of the plan)

Ben M. Brigham

Chief Executive Officer and President

Brigham Exploration Company

6300 Bridgepoint Pkwy, Bldg. Two, Suite 500

Austin, Texas 78730

(Name and address of agent for service)

(512) 427-3300

(Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

 

 

Copy to:

Joe Dannenmaier

Amy Curtis

Kenn Webb

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201-2533

(214) 969-1700

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Brigham Exploration Company, a Delaware corporation (the “Company”), on Form S-8 (Registration No. 333-163501), filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2009 (the “Registration Statement”), which registered the offering of 4,050,589 shares of common stock, par value $0.01 per share (the “Shares”), pursuant to the terms of the Brigham Exploration Company 1997 Incentive Plan of Brigham Exploration Company.

On December 8, 2011, pursuant to the Agreement and Plan of Merger, dated October 17, 2011 (the “Merger Agreement”), by and among the Company, Statoil ASA, a public limited liability company organized under the laws of the Kingdom of Norway (“Parent”), and Fargo Acquisition Inc., a Delaware corporation (“Merger Sub”), Parent and Merger Sub merged Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company has terminated the offering of its Shares pursuant to this Registration Statement.

In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any Shares which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, on this 29th day of December, 2011.

 

BRIGHAM EXPLORATION COMPANY

By:

   /s/ Ben M. Brigham
 

 

  Ben M. Brigham
  Chief Executive Officer and President

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Name

   

Date

  

Title

/s/ Ben M. Brigham

    December 29, 2011  

Chief Executive Officer and President

(Principal Executive Officer)

Ben M. Brigham

     

/s/ Eugene B. Shepherd, Jr.

    December 29, 2011   Executive Vice President and Chief

Eugene B. Shepherd, Jr.

      Financial Officer (Principal Financial and
     Accounting Officer)

/s/ Jason Nye

    December 29, 2011   Director

Jason Nye

     

/s/ Kathy Kanocz

    December 29, 2011   Director

Kathy Kanocz

     

/s/ Andrew Byron Winkle

    December 29, 2011   Director

Andrew Byron Winkle