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: August 12, 2010
(Date of earliest event reported)
KODIAK OIL & GAS CORP.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32920
Yukon Territory | | N/A |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
1625 Broadway, Suite 250
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(303) 592-8075
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2010, Kodiak Oil & Gas Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, as the representative for the several underwriters (“Underwriters”), to issue and sell to the Underwriters an aggregate of 25,000,000 shares of its common stock, no par value (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Common Stock. The closing of the transaction is expected to take place on August 18, 2010, subject to satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
Item 7.01 Regulation FD Disclosure.
On August 13, 2010, Kodiak Oil & Gas Corp. issued a press release entitled “Kodiak Oil & Gas Corp. Prices Offering of 25,000,000 Shares of Common Stock at $2.75 per Share.” A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | |
1.1 | | Underwriting Agreement, dated August 12, 2010 between the Company and Credit Suisse Securities (USA) LLC, as the representative of several underwriters named therein. |
| | |
5.1 | | Opinion of Miller Thomson LLP as to the validity of the Common Stock |
| | |
23.1 | | Consent of Miller Thomson LLP (included in Exhibit 5.1) |
| | |
99.1 | | Press release of Kodiak Oil & Gas Corp. dated August 13, 2010 |
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SIGNATURE
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.
| KODIAK OIL & GAS CORP. |
| |
| | |
| By: | /s/ James P. Henderson |
| | James P. Henderson |
| | Secretary, Treasurer and Chief Financial Officer |
Date: August 13, 2010
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
1.1 | | Underwriting Agreement, dated August 12, 2010 between the Company and Credit Suisse Securities (USA) LLC, as the representative of several underwriters named therein. |
| | |
5.1 | | Opinion of Miller Thomson LLP as to the validity of the Common Stock |
| | |
23.1 | | Consent of Miller Thomson LLP (included in Exhibit 5.1) |
| | |
99.1 | | Press release of Kodiak Oil & Gas Corp. dated August 13, 2010 |
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