-----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, QdkK+QmFs5U7ioI6qBVanD14PHVwGZHLJsIJyecoD2IAlaWpiw0fnseYjJf4b2Qz oCUp53tkUIGwcdQeE18ODw== 0001144204-07-049944.txt : 20070918 0001144204-07-049944.hdr.sgml : 20070918 20070918143935 ACCESSION NUMBER: 0001144204-07-049944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070912 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070918 DATE AS OF CHANGE: 20070918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN OIL & GAS, INC. CENTRAL INDEX KEY: 0001104485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953848122 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30955 FILM NUMBER: 071122253 BUSINESS ADDRESS: STREET 1: 130 LAKE STREET WEST STREET 2: SUITE 300 CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 130 LAKE STREET WEST STREET 2: SUITE 300 CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 8-K 1 v088009_8k.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 12, 2007

NORTHERN OIL AND GAS, INC.
(Name of small business issuer in its charter)


Nevada
000-30955
87-0645378
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

130 Lake Street West, Suite 300
Wayzata, MN
 
55391
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (952) 476-9800

Copies of Communications to:
Best & Flanagan LLP
Attention: Ross C. Formell
225 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
(612) 339-7121
Fax (612) 339-5897

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 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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 5.02 - Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

Effective September 12, 2007 Ms. Lisa Bromiley Meier was elected to the Company’s Board of Directors. Ms. Bromiley Meier has been appointed to the Company’s Nomination, Compensation and Audit Committees, and will serve as the Audit Committee’s financial expert.

Lisa Bromiley Meier was appointed Chief Financial Officer of Flotek Industries, Inc. in April 2004, Vice President in January 2005 and Senior Vice President in July 2007. Mrs. Meier has facilitated the turn-around of Flotek with the completion of ten acquisitions, a private equity placement, securing senior credit facilities, and moving the Company onto the American Stock Exchange. Mrs. Meier was awarded Best CFO of the Year 2007 by the Houston Business Journal.

Prior to joining Flotek, Mrs. Meier worked in the energy audit practice of PricewaterhouseCoopers, LLP and worked for three Fortune 500 companies. Mrs. Meier served in various accounting, finance, SEC reporting and risk management positions. Mrs. Meier is a Certified Public Accountant. Mrs. Meier is a member of the American Institute of Certified Public Accountants and Financial Executives International. Mrs. Meier holds B.B.A. and Masters of Accountancy degrees from the University of Texas.

The Company has agreed to grant Ms. Meier options to purchase 100,000 shares of its common stock, under its 2006 Incentive Stock Option Plan, upon confirmation of her election at the next annual shareholder meeting.

A copy of the press release which the Company issued in connection with her election is attached as Exhibit 99.1.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 - Financial Statements and Exhibits

Exhibit 99.1 - Press Release


Exhibit Number
Description
99.1
Press Release


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2

 
 
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.
 
 
 
 
 
 
  By:   /s/ Michael Reger
 
Michael Reger, Chief Executive Officer
 
Date: September 18, 2007
 
 
3

 
EX-99.1 2 v088009_ex99-1.htm
EXHIBIT 99.1

Northern Oil & Gas Announces New Director

Wayzata, Minnesota (WIRE) - September 17, 2007 - Northern Oil & Gas, Inc. (OTCBB: NOGS) announced today the appointment of Lisa Bromiley Meier to the company’s Board of Directors.

Mrs. Meier is Chief Financial Officer and Senior Vice President of Flotek Industries, Inc. (AMEX: FTK), an oilfield services company specializing in innovative production chemicals and down-hole drilling and production equipment.

Prior to being named Chief Financial Officer at Flotek in 2004, Mrs. Meier worked in the energy audit practice at PricewaterhouseCoopers and in accounting roles for three Fortune 500 companies. At Flotek, Mrs. Meier has been instrumental in the company’s growth through the successful integration of 10 acquisitions, as well as the oversight of equity and credit capital expansions.

A Certified Public Accountant and a member of the American Institute of Certified Public Accountants, Mrs. Meier holds a BBA and Masters in Accountancy from the University of Texas. She was named the 2007 Chief Financial Officer of the Year by the Houston Business Journal.

“We are delighted Lisa Bromiley Meier has agreed to join the Board of Northern Oil & Gas,” said Michael Reger, Chief Executive Officer of Northern Oil & Gas. “Lisa brings a unique skill set and experience as the CFO of a fast-growing, small-cap oilfield services company that will benefit Northern and its shareholders as we continue to accelerate our exploration and development activity. We look forward to tapping her knowledge and experience as Northern builds a solid corporate governance foundation to support our anticipated growth.”

As an independent Director, Mrs. Meier will serve as the primary financial expert on the Northern Oil & Gas Board of Directors and will chair the company’s audit committee. As compensation for her agreement to serve, Mrs. Meier has received a restricted stock options grant.
 
About Northern Oil and Gas, Inc.:
 
Northern Oil & Gas is an exploration and production company based in Wayzata, Minnesota. The company currently controls approximately 30,000 net mineral acres in the Williston Basin and approximately 10,000 net mineral acres in the Appalachia Basin.
 
More information can be found at www.northernoil.com.
 
Stay up-to-date with current events by joining Northern Oil's E-Mail Alert List. Join by clicking the following link: http://www.b2i.us/irpass.asp?BzID=1515&to=ea&s=0
 
Contacts

Northern Oil and Gas, Inc.
Michael Reger, CEO
Ryan Gilbertson, CFO
Phone: 952-476-9800
Fax: 952-476-9801
www.northernoil.com
 
Safe Harbor
 
Forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of the Company's products, increased levels of competition for the Company, new products and technological changes, the Company's dependence on third-party suppliers, and other risks detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission.
 
 
 

 
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