-----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, E/zvSBl4e87B0Mvp/IBuiiTRqst7dxWutPqlkQkoTJQUoqytg5YJSHaDEQ3omHgI +Jj1xQkeXcwU1FB6/zYUdg== 0001004878-11-000008.txt : 20110114 0001004878-11-000008.hdr.sgml : 20110114 20110114140308 ACCESSION NUMBER: 0001004878-11-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110111 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110114 DATE AS OF CHANGE: 20110114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY RESOURCES CORP CENTRAL INDEX KEY: 0001413507 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 202835920 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-146561 FILM NUMBER: 11529820 BUSINESS ADDRESS: STREET 1: 20203 HIGHWAY 60 CITY: PLATTEVILLE STATE: CO ZIP: 80651 BUSINESS PHONE: 303-591-7413 MAIL ADDRESS: STREET 1: 20203 HIGHWAY 60 CITY: PLATTEVILLE STATE: CO ZIP: 80651 FORMER COMPANY: FORMER CONFORMED NAME: Brishlin Resources, Inc. DATE OF NAME CHANGE: 20071217 FORMER COMPANY: FORMER CONFORMED NAME: Blue Star Energy Inc DATE OF NAME CHANGE: 20070926 8-K 1 form8kreppm1-11.txt FORM 8-K RE PPM 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): January 11, 2011 SYNERGY RESOURCES CORPORATION -------------------------------------- (Exact name of registrant as specified in its charter) Colorado None 20-2835920 - ---------------------------- ------------------ ---------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 20203 Highway 60 Platteville, Colorado 80651 ----------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (970) 737-1073 N/A --------------------------------------- (Former name or former address if changed since last report) Check 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 (see General Instruction A.2. below) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.02. Unregistered Sales of Equity Securities On January 11, 2011, Synergy Resources Corporation (the "Company") completed its $18.0 million private placement of 9,000,000 shares of its common stock. The shares were sold for $2.00 per share in two closings on December 23, 2010 and January 11, 2011. After payment of commissions and expenses, the Company received net proceeds of approximately $16.7 million. The proceeds from the sale of the common stock will be used for acquisitions, the Company's 2011 drilling program and working capital. Oppenheimer & Co. acted as lead placement agent for the offering, with GVC Capital LLC acting as co-placement agent. The shares of the Company's common stock were sold to certain institutions and accredited investors. The Company relied upon the exemption provided by Rule 506 of the Securities and Exchange Commission in connection with the sale of the shares. The shares of common stock which were sold were not registered under the Securities Act of 1933, as amended, and are restricted securities. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares. Item 8.01 Other Events On January 12, 2011 the Company issued a press release pertaining to the private offering disclosed in Item 3.02. Item 9.01. Financial Statements and Exhibits (d) Exhibits Number Description 99 Press Release 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. Date: January 13, 2011 SYNERGY RESOURCES CORPORATION By: /s/ Ed Holloway -------------------------------- Ed Holloway, President EX-99 2 form8kppmex991-11.txt EXH 99 - PRESS RELEASE EXHIBIT 99 Press Release Source: Synergy Resources Corporation On Wednesday January 12, 2011, 3:21 pm EST DENVER--(BUSINESS WIRE) -- Synergy Resources Corporation (OTCBB:SYRG.ob - News), a domestic oil and gas exploration and production company focused in the Denver-Julesburg Basin, announced today that it completed its $18.0 million private placement of its common stock. The shares were sold to certain institutions and accredited investors in two closings on December 23, 2010 and January 11, 2011. After payment of commissions and expenses, the Company received net proceeds of approximately $16.7 million. Oppenheimer & Co. acted as lead placement agent for the offering, with GVC Capital LLC acting as co-placement agent. William Scaff, Vice President of Synergy Resources Corporation, remarked, "We are extremely happy to have secured this financing for the Company. The proceeds from this offering will be utilized to make acquisitions, assist in funding our 2011 drilling program and for general working capital purposes which strengthens our financial position as we continue to rapidly grow our acreage and reserves." The securities were offered and issued only to accredited investors in a private placement transaction under Section 4(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Accordingly, the securities offered in this placement have not been registered under the Securities Act of 1933, as amended, or state securities laws, and cannot be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. As part of the transaction, Synergy has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock. About Synergy Resources Corporation Synergy Resources Corporation is a domestic oil and natural gas exploration and production company. Synergy's core area of operations is in the Denver-Julesburg Basin, which encompasses Colorado, Wyoming, Kansas, and Nebraska. The Wattenberg field in the D-J Basin ranks as the 7th largest field in the U.S. in terms of proved gas reserves and 9th in production. Synergy continues to increase its acreage position in the Denver - Julesburg Basin with 21,578 gross acreage and 13,633 net acres under lease. Synergy's corporate offices are located in Platteville, Colorado. More company news and information is available at www.SYRGinfo.com. This news release is neither an offer to sell nor a solicitation of an offer to buy any of the securities discussed herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state. This press release may contain forward-looking statements. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information. Contact: Synergy Resources Corporation William Scaff, 970-737-1073 -----END PRIVACY-ENHANCED MESSAGE-----