-----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, H0ob9xfq6xIn8XP86sjYPnBebaLyp7950x5p1WCEU2nIh4crD3HKtODuJq2xOvpO IYrkCJQgWT6++yHLvFA87A== 0001275287-06-000939.txt : 20060216 0001275287-06-000939.hdr.sgml : 20060216 20060216141746 ACCESSION NUMBER: 0001275287-06-000939 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 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: 06624732 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 br4860.htm FORM 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): February 15, 2006

BRIGHAM EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)


Delaware

 

000-22433

 

75-2692967

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
 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

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 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2 40.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 8.01  Other Events

Registrant issued a press release dated February 15, 2006, announcing the filing of a registration statement on Form S-3 with the Securities and Exchange Commission. The universal shelf registration statement, when effective, will allow Brigham to issue common stock, preferred stock, depositary shares, warrants, senior debt and subordinated debt up to an aggregate amount of $300 million.  Brigham has no current plans to sell securities under this registration statement. The text of the press release is attached hereto as Exhibit 99.1.

Also as part of this registration statement, Brigham has registered 7,509,882 shares of its common stock and 505,051 shares of its Series A Preferred Stock that is owned by certain stockholders.  These stockholders have no current plans to sell securities under this registration statement.  Brigham will receive no proceeds that result from the sales of shares of common stock or Series A Preferred Stock made by these stockholders.    

Item 9.01  Financial Statements and Exhibits

(d)     Exhibit 99.1     Press release dated February 15, 2006.

2



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: February 15, 2006

 

 

 

By:

/s/ Eugene B. Shepherd, Jr

 

 


 

 

Eugene B. Shepherd, Jr.

 

 

Executive Vice President &

 

 

Chief Financial Officer

3



INDEX TO EXHIBITS

Item
Number

 

Exhibit


 


99.1

 

Press release dated February 15, 2006.



EX-99.1 2 br4860ex991.htm EXHIBIT 99.1

Exhibit 99.1

Brigham Exploration Announces Filing of a Universal Shelf Registration Statement

          AUSTIN, Texas, Feb. 15 /PRNewswire-FirstCall/ -- Brigham Exploration Company (Nasdaq: BEXP) announced the filing of a registration statement on Form S-3 with the Securities and Exchange Commission. The universal shelf registration statement, when effective, will allow Brigham to issue common stock, preferred stock, depositary shares, warrants, senior debt and subordinated debt up to an aggregate amount of $300 million. Brigham has no current plans to sell securities under this registration statement.

          Also as part of this registration statement, Brigham has registered 7,509,882 shares of its common stock and 505,051 shares of its Series A Preferred Stock that is owned by certain stockholders. None of these selling stockholders have committed to sell any shares under this prospectus. These stockholders have no current plans to sell securities under this registration statement. Brigham will receive no proceeds that result from the sales of shares of common stock or Series A Preferred Stock made by these stockholders.

          A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. At the time any of the securities covered by the registration statement are offered for sale, a prospectus supplement will be prepared and filed with the Securities and Exchange Commission containing specific information about the terms of any such offering. When available, such a written prospectus may be obtained by contacting the underwriters which are named in any such prospectus supplement or by contacting Brigham Exploration Company, 6300 Bridge Point Parkway, Building Two, Suite 500, Austin, Texas 78730, Attn: Investor Relations.

          ABOUT BRIGHAM EXPLORATION

          Brigham Exploration Company is an independent exploration and production company that applies 3-D seismic imaging and other advanced technologies to systematically explore and develop onshore domestic oil and natural gas provinces. For more information about Brigham Exploration, please visit our website at http://www.bexp3d.com or contact Investor Relations at 512-427-3444.

          FORWARD LOOKING STATEMENTS DISCLOSURE

          Except for the historical information contained herein, the matters discussed in this news release are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations. Important factors that could cause actual results to differ materially from those in the forward looking statements include risks inherent in exploratory drilling activities, the timing and extent of changes in commodity prices, unforeseen engineering and mechanical or technological difficulties in drilling wells, availability of drilling rigs, land issues, federal and state regulatory developments and other risks more fully described in the company’s filings with the Securities and Exchange Commission. All forward looking statements contained in this release, including any forecasts and estimates, are based on management’s outlook only as of the date of this release, and we undertake no obligation to update or revise these forward looking statements, whether as a result of subsequent developments or otherwise.

          Contact:  John Turner, Director - Finance & Business Development (512) 427-3300

SOURCE  Brigham Exploration Company
          -0-                                        02/15/2006
          /CONTACT:  John Turner, Director - Finance & Business Development, Brigham
Exploration Company, +1-512-427-3300/
          /Web site:  http://www.bexp3d.com /

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