0001004878-11-000192.txt : 20110525 0001004878-11-000192.hdr.sgml : 20110525 20110524173406 ACCESSION NUMBER: 0001004878-11-000192 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110524 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110525 DATE AS OF CHANGE: 20110524 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: 11868923 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 form8kitem201may-11.txt 8-K ITEM 1.01, 2.01 AND 9.01 MAY 24, 2011 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): May 24, 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) Item 1.01 Entry into a Material Definitive Agreement See Item 2.01 of this report. Item 2.01 Completion of Acquisition or Disposition of Assets On May 24, 2011 the Company acquired the following oil and gas properties from Petroleum Exploration and Management, LLC (`PEM"), a company owned equally by Ed Holloway and William E. Scaff, Jr., two of the Company's officers and directors: o 87 producing oil and gas wells; o one shut-in well; and o oil and gas leases covering approximately 6,968 gross acres. PEM's working interest in the wells ranges between 3% and 100%. PEM's net revenue interest in the wells ranges between 2.44% and 80%. The acquisition was approved by: o a majority of the Company's disinterested directors, and o the vote of the Company's shareholders owning a majority of the shares in attendance at a special meeting of the Company's shareholders held on May 23, 2011, with Mr. Holloway and Mr. Scaff not voting. In consideration for the oil and gas properties the Company paid PEM $10,000,000 in cash and issued PEM 1,381,818 shares of the Company's restricted common stock and a promissory note in the principal amount of $5,200,000. The note pays interest annually at 5.25%, is due on January 2, 2012, and is secured by the assets acquired from PEM. The Company did not assume any of PEM's liabilities. All of the properties acquired from PEM are located in the Denver-Julesburg Basin. Item 9.01 Financial Statements and Exhibits The financial statements required by subpart (a) and (b) of this Item 9.01 will be filed by amendment. 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. Date: May 24, 2011 SYNERGY RESOURCES CORPORATION By: /s/ Ed Holloway ------------------------------------- Ed Holloway, President 3