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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 27, 2002
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
Effective October 23, 2000, the Securities and Exchange Commission adopted
new rules relating to insider trading. These rules were adopted in connection
with the adoption of Regulation FD. One of these rules, Rule 10b5-1(c) under
the Securities Exchange Act of 1934, provides an exemption to the insider
trading rules in the form of an affirmative defense. According to the SEC, this
new 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, Senior Vice President
Operations, Mr. Jeffery Larson, Senior Vice President Exploration, and Mr. David
Brigham, Executive Vice President Land & Administration have each adopted a
written plan relating to future sales of part of their Brigham Exploration
Company common stock positions. The officers are entering into the 10b5-1(c)
plans in order to diversify their financial holdings over time and thus minimize
the market effect of such sales by spreading them over a more extended period
than the traditional trading "window." The plans will also enable the officers
to avoid being prohibited from selling any shares for long periods of time due
to nonpublic information they may possess during 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 27, 2002 By: /s/ Eugene B. Shepherd, Jr
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Eugene B. Shepherd, Jr.
Chief Financial Officer