Registration No. 333-135028
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 75-2692967 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
6300 Bridgepoint Pkwy, Bldg. Two Suite 500, Austin, Texas | 78730 | |
| (Address of Principal Executive Offices) | Zip Code | |
1997 Incentive Plan of Brigham Exploration Company
(Full title of the plan)
Ben M. Brigham
Chief Executive Officer and President
Brigham Exploration Company
6300 Bridgepoint Pkwy, Bldg. Two, Suite 500
Austin, Texas 78730
(Name and address of agent for service)
(512) 427-3300
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Copy to:
Joe Dannenmaier
Amy Curtis
Kenn Webb
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201-2533
(214) 969-1700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Brigham Exploration Company, a Delaware corporation (the “Company”), on Form S-8 (Registration No. 333-135028), filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2006 (the “Registration Statement”), which registered the offering of 4,327,245 shares of common stock, par value $0.01 per share (the “Shares”), pursuant to the terms of the 1997 Incentive Plan of Brigham Exploration Company.
On December 8, 2011, pursuant to the Agreement and Plan of Merger, dated October 17, 2011 (the “Merger Agreement”), by and among the Company, Statoil ASA, a public limited liability company organized under the laws of the Kingdom of Norway (“Parent”), and Fargo Acquisition Inc., a Delaware corporation (“Merger Sub”), Parent and Merger Sub merged Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company has terminated the offering of its Shares pursuant to this Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any Shares which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, on this 29th day of December, 2011.
| BRIGHAM EXPLORATION COMPANY | ||
By: | /s/ Ben M. Brigham | |
| ||
| Ben M. Brigham | ||
| Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name | Date | Title | ||
/s/ Ben M. Brigham | December 29, 2011 | Chief Executive Officer and President | ||
Ben M. Brigham | (Principal Executive Officer) | |||
/s/ Eugene B. Shepherd, Jr. | December 29, 2011 | Executive Vice President and Chief | ||
Eugene B. Shepherd, Jr. | Financial Officer (Principal Financial and | |||
| Accounting Officer) | ||||
/s/ Jason Nye | December 29, 2011 | Director | ||
Jason Nye | ||||
/s/ Kathy Kanocz | December 29, 2011 | Director | ||
Kathy Kanocz | ||||
/s/ Andrew Byron Winkle | December 29, 2011 | Director | ||
Andrew Byron Winkle | ||||