0001004878-13-000185.txt : 20130619 0001004878-13-000185.hdr.sgml : 20130619 20130619172642 ACCESSION NUMBER: 0001004878-13-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130619 DATE AS OF CHANGE: 20130619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY RESOURCES CORP CENTRAL INDEX KEY: 0001413507 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 202835920 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35245 FILM NUMBER: 13922776 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 form8k101june-13.txt FORM 8-K ITEM 1.01 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): June 14, 2013 SYNERGY RESOURCES CORPORATION ---------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 001-35245 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 1.01 Entry into a Material Definitive Agreement. On June 13, 2013, Synergy Resources Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Johnson Rice & Company L.L.C. acting severally on behalf of itself and the underwriters named in Schedule I-A (the "Underwriters) to the Underwriting Agreement filed as Exhibit 1 to the Company's Report on Form 8-K dated June 13, 2013. Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase for resale to the public (the "Offering"), subject to the terms and conditions expressed therein, a total of 11,500,000 shares of common stock (the "Shares"), at a price to the public of $6.25 per Share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,725,000 shares of common stock at the public offering price to cover over-allotments, if any. On June 14, 2013, the Underwriters exercised their over-allotment option in full. The Offering of the 13,225,000 shares, which includes the 1,725,000 shares as a result of the exercise of the Underwriters' over-allotment option, closed on June 19, 2013. The net proceeds to the Company from the sale of the shares was approximately $78,273,000, after deducting the underwriting discount and offering expenses payable by the Company. The Shares were offered and sold pursuant to the Company's existing shelf registration statement on Form S-3 (333-186726) that was declared effective by the Securities and Exchange Commission on April 23, 2013, a Preliminary Prospectus dated April 23, 2013, a Preliminary Prospectus Supplement dated June 10, 2013 and an Issuer Free Writing Prospectus dated June 13, 2013. The opinion of the Company's counsel regarding the validity of the Shares to be issued by the Company as a result of the exercise of the over-allotment option is filed herewith as Exhibit 5. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which was filed as Exhibit 1 to the Company's Report on Form 8-K dated June 13, 2013, and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. The following exhibits are filed with this report: 5. Opinion of Hart & Hart, LLC. 23 Consent of Hart & Hart, LLC. 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: June 19, 2013 SYNERGY RESOURCES CORPORATION By:/s/ Frank L. Jennings ------------------------------- Frank L. Jennings, Principal Financial Officer EX-1 2 form8k101exh5june-13.txt EXH 1 LETTER OF OPINION EXHIBIT 5 HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Will Hart Facsimile: (303) 839-5414 (303) 839-0061 June 14, 2013 Synergy Resources Corporation 20203 Highway 60 Platteville, CO 80651 This letter will constitute our opinion upon the legality of the sale by Synergy Resources Corporation, a Colorado corporation ("Synergy"), of up to 1,725,000 shares of common stock, all as referred to in the Registration Statement on Form S-3 (File No. 333-186726) filed with the Securities and Exchange Commission. We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of Synergy, the applicable laws of the State of Colorado, and a copy of the Registration Statement. In our opinion the shares of common stock mentioned above have been legally issued and these shares represent fully paid and non-assessable shares of Synergy's common stock. Very truly yours, HART & HART, LLC /s/ William T. Hart William T. Hart EX-5 3 form8k101exh23june-13.txt EXH 5 CONSENT OF ATTORNEY EXHIBIT 23 CONSENT OF ATTORNEYS Reference is made to the Registration Statement of Synergy Resources Corporation, whereby the Company proposes to sell 1,725,000 shares of its common stock. Reference is also made to Exhibit 5 included as part of this 8-K Report relating to the validity of the securities proposed to be sold. We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold. HART & HART, LLC /s/ William T. Hart June 14, 2013