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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 5, 2003
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-22433 75-2692967
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6300 Bridgepoint Parkway
Building Two, Suite 500
Austin, Texas 78730
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (512) 427-3300
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Item 5. Other Events.
Rule 10b5-1(c) of Regulation FD of the Securities and Exchange Act of 1934
provides an exemption to the insider trading rules in the form of an affirmative
defense. According to the SEC, the provision "is designed to cover situations in
which a person can demonstrate that the material nonpublic information was not a
factor in the trading decision [and] will provide appropriate flexibility to
those who would like to plan securities transactions in advance of a time when
they are not aware of material nonpublic information, and then carry out those
pre-planned transactions at a later time, even if they later become aware of
material nonpublic information."
Pursuant to Rule 10b5-1(c), Mr. A. Lance Langford, Executive Vice
President Operations, Mr. Jeffery E. Larson, Executive Vice President
Exploration, and Mr. David T. Brigham, Executive Vice President Land &
Administration, have each adopted a written plan agreement relating to future
sales of part of their Brigham Exploration Company common stock and option
positions. The officers are entering into the 10b5-1(c) plans in order to
diversify their financial holdings over a more extended period of time, rather
than the traditional trading "windows." Under Rule 10b5-1(c), all such sales
will be deemed not to be made "on the basis of" material nonpublic information,
because the officers were not aware of any such information when the plans were
adopted.
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 thereunto duly authorized.
BRIGHAM EXPLORATION COMPANY
Date: December 5, 2003 By: /s/ Eugene B. Shepherd, Jr
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Eugene B. Shepherd, Jr.
Executive Vice President &
Chief Financial Officer