Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Northern Oil and Gas, Inc Form S-8 December 26th, HTML 113K 2007
2: EX-5.1 Opinion and Consent of Adams, Monahan & Sankovitz, HTML 10K
LLP Concerning the Legality of the
Shares of Common Stock Being Registered
Hereunder
3: EX-23.2 Consent of Independent Registered Public HTML 10K
Accounting Firm Mantyla McReynolds LLC
S-8 — Northern Oil and Gas, Inc Form S-8 December 26th, 2007
Title
Of Each Class Of
Securities To Be Registered
Amount
To Be
Registered
Proposed
Maximum Offering Price
Per Share(3)
Proposed
Maximum Aggregate
Offering Price
Amount
Of
Registration
Fee
Common
stock , par value $0.001 per share
2,000,000
(1)
$
6.81
$
13,620,000
$
418.13
Common
stock, par value $0.001 per share
20,000
(2)
$
6.81
$ 136,200
$ 4.18
Total
Registration
2,020,000
$
13,756,200
$
422.31
(1)
Represents
shares of Registrant’s common stock issued or reserved for future issuance
upon exercise of stock options issued or reserved for future issuance
under the Northern Oil and Gas, Inc. Incentive Stock Option
Plan. In accordance with Rule 416(a) under the Securities Act
of 1933, as amended, the Registration shall be deemed to cover any
additional securities that may from time to time be offered or issued
pursuant to the Incentive Stock Option Plan to prevent dilution from
stock
splits, stock dividends, recapitalization or similar
transactions.
(2)
Represents
shares of Registrant’s common stock issued to employee Chad Winter
pursuant to the terms of Mr. Winter’s employment
agreement.
(3)
Estimated
solely for purposes of calculating the registration fee under Rule
457(h)
under the Securities Act of 1933, as amended, based upon the average
of
the high and low sale prices of such common stock as reported on
OTC
Bulletin Board on December 21,2007.
EXPLANATORY
NOTE
This
Registration Statement is being filed to register shares of common stock, par
value $0.001, of Northern Oil and Gas, Inc. (the “Company”), consisting of
shares previously issued, or that will be issued, pursuant to the Northern
Oil
and Gas, Inc. Incentive Stock Option Plan (the “Plan”) and certain shares issued
to employee Chad Winter pursuant to the terms of a Mr. Winter’s employment
agreement (“Winter Shares”).
This
Registration Statement includes a “reoffer” prospectus, prepared in accordance
with Part I of Form S-3 (pursuant to Instruction C of the General Instructions
to Form S-8), which is included below immediately prior to Part I of this
Registration Statement. Pursuant to Instruction C of the General
Instructions to Form S-8, the reoffer prospectus may be used for reoffers and
resales of shares which may be deemed to be “control securities” under the
Securities Act of 1933, as amended (the “Securities Act”) and the rules and
regulation promulgated thereunder that have been acquired by the selling
stockholders identified in the reoffer prospectus. The number of
shares included in the reoffer prospectus represents the total number of shares
that may be acquired by the selling stockholders upon the vesting of awards
made
under the Plan and does not necessarily represent a present intention to sell
all such ordinary shares (the intentions of applicable selling stockholders
are
specified as necessary in the reoffer prospectus). The second part of
this Registration Statement contains information required in the Registration
Statement pursuant to Part II of Form S-8. Pursuant to the Note to
Part I of Form S-8, the plan information specified by Part I of Form S-8 does
not need to be filed with the Securities and Exchange Commission (the
“Commission”).
REOFFER
PROSPECTUS
Northern
Oil and Gas,
Inc.
2,000,000
Shares of common
stock
This
Reoffer Prospectus (the “Prospectus”) relates to an aggregate of up to 2,000,000
shares (the “Shares”) of common stock, par value $0.001 per share (the “common
stock”), of Northern Oil and Gas, Inc., a Nevada corporation (the “Company”),
which may be offered and sold from time to time by certain stockholders of
the
Company (the “Selling Stockholders”) who have previously acquired, or that will
acquire, such Shares pursuant to the Northern Oil and Gas, Inc. Incentive Stock
Option Plan (the “Incentive Stock Plan”). The Company’s common stock
is listed on the OTC Bulletin Board under the symbol “NOGS”. On
December 21, 2007, the last reported sales price of the Company’s common stock
on the OTC Bulletin Board was $6.95 per share.
The
Shares of common stock of the Company, covered by this Prospectus, may be
offered and sold to the public by certain stockholders of the
Company. All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company. Brokerage
commissions and similar selling expenses, if any, attributable to the offer
or
sale of the Shares will be borne by the Selling Stockholders (or their donees
and pledges). The Shares of common stock to be sold are “control
securities” under the Securities Act and the rules and regulations promulgated
thereunder before their sale under the Prospectus. This Prospectus
has been prepared under the Securities Act to allow for future sales by the
Selling Stockholders to the public without restriction. The Selling
Stockholders may sell ordinary shares through one or more agents, brokers or
dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts or concessions from
the Selling Stockholders and/or purchasers, or both (which compensation as
to a
particular broker or dealer may be in excess of customary
commissions). In connection with such sales, the Selling Stockholders
and any participating broker or dealer may be deemed to be “underwriters” within
the meaning of the Securities Act, and any commissions they receive and the
proceeds of any sale of Shares of common stock may be deemed to be underwriting
discounts and commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions. The Company will not receive any proceeds from the sale
of the Shares of common stock by the Selling Stockholders.
Investors
should carefully consider the “Risk Factors” beginning on page 1.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
No
person
is authorized to give any information or represent anything not contained or
incorporated by reference in this Prospectus or any prospectus
supplement. This Prospectus and any prospectus supplement do not
constitute an offer to sell or a solicitation of any offer to by any securities
in any jurisdiction to any person to whom it is unlawful to make such offer
or
solicitation in such jurisdiction. The information contained in this
Prospectus or any prospectus supplement, as well as information incorporated
by
reference, in current only as of the date of that information. The
Company’s business, financial condition and results of operations may have
changed since that date.
This
Prospectus relates to 2,000,000 Shares of the Company’s common stock reserved
for future issuance to the Selling Stockholders under the Company’s Incentive
Stock Plan, which has been approved by the Company’s Board of Directors and
stockholders. The Selling Stockholders described in this Prospectus
may sell the Shares until the Company terminates this offering. Most
of the information about the Company that you need to know before you invest
in
the Shares is not included in this Prospectus, but rather is incorporated by
reference into this Prospectus. You should obtain and read the
information described below under the headings “Incorporations of Certain
Documents by Reference” and “Where You Can Find More Information” in order to
have all the important information about the Company. Northern
Oil and Gas, Inc. is a growth-oriented independent energy company engaged in
the
acquisition, exploration, exploitation and development of oil and natural gas
properties.
Our
business strategy is to identify and exploit resources in and adjacent to
existing or indicated producing areas that can be quickly developed and put
in
production at low cost. We also intend to take advantage of our
expertise in aggressive land acquisition to develop exploratory projects with
extremely attractive growth potential in focus areas and to participate with
other companies in those areas to explore for oil and natural gas using
state-of-the-art 3D seismic technology. We believe our edge lies in our ability
to acquire property in the most exciting new plays in a nimble and efficient
fashion. We are focused on low overhead. For example, our officers, who are
also
major stakeholders, do not currently take salaries. We believe we are in a
position to most efficiently exploit and identify high production oil and gas
properties. We will actively continue to pursue the acquisition of properties
that fit our profile.
The
information included and incorporated by reference in this Prospectus contains
“forward-looking statements,” within the meaning of the federal securities
laws. These statements describe the Company’s plans and beliefs
concerning future business conditions and the outlook for the Company based
on
currently available information. The Company’s actual results could
differ materially from those described in the forward-looking statements due
to
a number of risks and uncertainties. These risks and uncertainties
include the risks discussed in “Factors That May Affect Our Results of
Operations” and elsewhere in our Form 8-K12G3 filed with the Commission on March23, 2007 and in our more recent filings with the Commission which are
incorporated by reference in this Prospectus. See “Incorporation of
Certain Documents by Reference” below.
This
Prospectus relates to Shares that are being registered for reoffers and resales
by the Selling Stockholders, who acquired or may acquire Shares pursuant to
the
Incentive Stock Plan. The Selling Stockholders to whom this
Prospectus relates may be deemed holders of “control securities”, as such term
is used in General Instruction C to Form S-8. The Selling
Stockholders may resell all, a portion or none of these Shares from time to
time. The information in the table below sets forth, for each Selling
Stockholder, based upon the information available to us as of December 21,2007,
the number of Shares owned, the number of Shares registered and available to
be
sold by this Prospectus and the number and percent of outstanding Shares that
will be owned after the sale of registered Shares assuming the sale of all
registered Shares.
Beneficial
ownership is determined in accordance with the rules of the Commission, is
based
upon 28,003,126 shares of the Company’s Common Stock outstanding as of December21, 2007, and generally includes voting or investment power with respect to
securities. The table below sets forth shares available to be sold,
which represents the maximum number of shares that could be sold under this
Prospectus by the Selling Stockholder. The amounts listed under
“Number of Shares Available to be Sold” do not constitute commitments to sell
any or all of the stated number of Shares. The Selling Stockholders
are not obliged to sell the Shares offered in this Prospectus and may choose
not
to sell any of the Shares or only a part of the Shares in his or her unilateral
discretion. Selling Stockholders Michael Reger and Ryan Gilbertson
both have a present intention to sell 50,000 of their Shares. We have
not been informed whether any other Selling Stockholders intend to sell any
Shares. In addition to the total number of Shares available to be
sold set forth in the table below, an aggregate 340,000 Shares will become
available for resale by parties presently unknown or unidentified pursuant
to
the options reserved for future issuance under the Company’s Incentive Stock
Plan.
1
Selling
Stockholder
(1)
Number
of Shares Beneficially Owned
Percentage
Beneficially Owned (2)
Shares
Available to be Sold
Percentage
Beneficially Owned Following Completion of Offering
Michael
Reger (Chief Executive Officer)
4,570,000
(3)
16.03%
500,000
14.28%
Ryan
Gilbertson (Chief Financial Officer)
2,357,500
(4)
8.27%
500,000
6.52%
Douglas
Polinsky (Former Director)
4,482,500
(5)
15.95%
100,000
15.59%
Loren
J. O’Toole (Director)
100,000
(6)
*
100,000
*
Carter
Stewart (Director)
375,000
(7)
1.33%
100,000
*
Jack
King (Director)
100,000
(6)
*
100,000
*
Robert
Grabb (Director)
100,000
(6)
*
100,000
*
Lisa
Bromiley-Meier (Director)
110,000
(8)
*
100,000
*
* Less
than one percent (1%).
(1)
Each
of the Selling Stockholders is a control person by virtue of one
of the
following: (1) Selling Stockholder is an affiliate by virtue of owning
more than 10% of the Company’s common stock; or, (2) Selling Stockholder
is an officer and/or director of the Company; or, (3) Selling Stockholder
is a non-employee director of the
Company.
(2)
Figures
are rounded to the nearest tenth of a
percent.
(3)
Includes
1,000 shares held by Michael Reger’s wife and 500,000 shares issuable upon
exercise of options to purchase common
stock.
(4)
Includes
1,450,000 shares held by Crystal Bay Capital Consulting LLC, an entity
controlled by Mr. Gilbertson and 500,000 shares issuable upon exercise
of
options to purchase common stock.
(5)
Includes
100,000 shares issuable upon exercise of options to purchase common
stock,
2,000,000 shares held directly and 2,382,500 shares held by entities
owned
and/or controlled by Mr. Polinsky which may be deemed to be
beneficially owned by him. This includes 905,000 shares held by
Lantern Advisers, LLC, which is jointly controlled with Mr. Joseph
Geraci,
II and which are also included in his beneficial shareholdings listed
above.
(6)
Consists
of shares issuable upon exercise of options to purchase common
stock.
(7)
Includes
275,000 shares held by Gallatin Resources, LLC, an entity controlled
by
Mr. Stewart and 100,000 shares issuable upon exercise of options
to
purchase common stock.
(8)
Includes
10,000 shares held directly and 100,000 shares issuable upon exercise
of
options to purchase common stock.
PLAN
OF
DISTRIBUTION
The
purpose of this Prospectus is to permit the Selling Stockholders and any of
their pledgees, donees, transferees, assignees and successors-in-interest
permitted to use Form S-8 under General Instruction A for Form S-8, from time
to
time, if they desire, to offer for sale and sell the Shares offered by the
Incentive Stock Plan at such times as the Selling Stockholders
choose.
The
decision to sell any Shares is within the discretion of the Selling Stockholders
thereof, subject to the Company’s policies affecting the timing and manner of
sale of common stock by certain individuals. There can be no
assurance that any Shares will be sold by the Selling Stockholders.
The
Selling Stockholders may sell the Shares only for their own
accounts. The Selling Stockholders may sell any or all of their
Shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices.
The
Selling Stockholders and any
broker-dealers that act in connection with the sale of Shares might be deemed
to
be “underwriters” within the meaning of Section 2(11) of the Securities Act, and
any commissions received by such broker-dealers and any profit on the resale
of
the Shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. The
Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities
Act. None of the Selling Stockholders, at the date of this
Prospectus, has any agreement, arrangement or understanding with any broker
or
dealer to sell any of the Shares. All selling and other expenses
incurred by individual Selling Stockholders will be borne by those Selling
Stockholders. Upon a sale of the Shares of common stock, the Selling
Stockholder shall comply with the prospectus delivery requirements under the
Securities Act by delivering a prospectus to each purchaser in the
transaction.
Because
the Selling Stockholders may be
deemed to be “underwriters” within the meaning of Section 2(11) of the
Securities Act, the Selling Stockholders will be subject to the prospectus
delivery requirements of the Securities Act, which may include deemed delivery
by brokers or dealers pursuant to Rule 153 under the Securities Act in
connection with sales effected between brokers or dealers on or through the
OTC
Bulletin Board, an automated quotation system or an appropriate
exchange.
The
selling stockholders may also resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, if
available, rather than under this prospectus, provided they meet the criteria
and conform to the requirements of such Rule.
The
validity of the Shares of the Company’s common stock being offered hereby will
be passed upon by Adams, Monahan & Sankovitz, LLP, Minneapolis,
Minnesota.
Mantyla
McReynolds, LLC, an independent registered public accounting firm, has audited
our financial statements for the year ended December 31, 2006 and 2005, as
stated in their report incorporated herein by reference, and have been so
included in reliance upon the report of such firm given upon their authority
as
experts in accounting and auditing.
All
other reports filed pursuant to Section13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31,2006.
All
documents subsequently filed by the Company or the Incentive Stock Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to the
registration statement of which this Prospectus is a part which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to
be a part hereof from the date of the filing of such documents (but this shall
not include any document that is merely furnished to the
Commission).
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The
information relating to the Company contained in this Prospectus should be
read
together with the information in the documents herein incorporated by
reference.
The
Company hereby undertakes to provide without charge to each person to whom
a
copy of this Prospectus has been delivered, upon the written or oral request
of
any such person, a copy of any and all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents which are not specifically incorporated by reference
into such documents. Requests for such copies should be directed to:
Chief Executive Officer and Chief Financial Officer, Northern Oil and Gas,
Inc.,
130 Lake Street West, Suite 130, Wayzata, Minnesota55391 (Phone:
952-476-9800).
WHERE
YOU CAN FIND MORE
INFORMATION
We
are
required to comply with the informational requirements of the Securities
Exchange Act of 1934, as amended, and accordingly we file annual reports,
quarterly reports, current reports, proxy statements and other information
with
the Commission. You may read or obtain a copy of these reports at the
Commission’s public reference room at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. You may also obtain copies of such material by mail from
the Public Reference Room of the Commission, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates. Information regarding the operation
of the Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. Additionally, the Commission maintains a website that
contains registration statements, reports, proxy information statements and
other information regarding registrants that file electronically with the
Commission. The address of the website is
http://www.sec.gov.
This
Prospectus constitutes part of a Registration Statement on Form S-8 filed on
the
date hereof (herein, together with all amendments and exhibits, referred to
as
the “Registration Statement”) by the Company with the Company under the
Securities Act. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are
omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and
the common stock, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of
any contract, agreement or other document are not necessarily complete, and
in
each instance reference is made to the copy of such contract, agreement or
other
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety
by such reference. Copies of the Registration Statement together with
exhibits may be inspected at the offices of the Commission as indicated above
without charge and copies thereof may be obtained therefrom upon payment of
a
prescribed fee.
3
PART
I
INFORMATION
REQUIRED IN THE SECTION
10(a) PROSPECTUS
The
Company will send or give the
documents containing the information specified in Part I of Form S-8 to
employees as specified by the Commission Rule 428(b)(1) under the Securities
Act. The Company does not need to file these documents with the
Commission either as part of this registration statement or as prospectuses
or
prospectus supplements under Rule 424 of the Act.
PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION STATEMENT
All
other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31,2006.
All
documents subsequently filed by the Registrant or the Incentive Stock Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act
of 1934, as amended, prior to the filing of a post-effective amendment to the
registration statement of which this Prospectus is a part which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to
be a part hereof from the date of the filing of such documents (but this shall
not include any document that is merely furnished to the
Commission).
Item
4. Description of
Securities.
The
Registrant’s common stock is
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended.
Item
5. Interests of Named
Experts and Counsel.
The
financial statements incorporated
in this Registration Statement pursuant to Item 3 have been so incorporated
in
reliance of report of Mantyla McReynolds, LLC, an independent registered public
accounting firm, given upon their authority as experts in accounting and
auditing. Mantyla McReynolds, LLC, the Registrant’s independent
registered public accounting firm, has no interest in the
Registrant.
Adams,
Monahan & Sankovtiz, LLP has passed upon the legality of the shares offered
under this Registration Statement. Attorneys and non-clerical
personnel at Adams, Monahan & Sankovitz, LLP have no interest in the
Registrant.
Item
6. Indemnification of
Directors and Officers.
None
of
our directors will have personal liability to us or any of our stockholders
for
monetary damages for breach of fiduciary duty as a director involving any act
or
omission of any such director since provisions have been made in the Articles
of
Incorporation limiting such liability. The foregoing provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or, which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the Nevada Revised
Statutes, (iv) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes or, (v) for any transaction from which the director
derived an improper personal benefit.
The
Corporation Laws of the State of Nevada and the Company’s Bylaws provide for
indemnification of the directors, officers, and employees of the Company in
most
cases for any liability suffered by them or arising out of their activities
as
directors, officers, and employees of the Company if they were not engaged
in
willful misfeasance or malfeasance in the performance of his or her duties;
provided that in the event of a settlement the indemnification will apply only
when the Board of Directors approves such settlement and reimbursement as being
for the best interests of the Corporation. The Bylaws, therefore, limit the
liability of directors to the maximum extent permitted by Nevada law (Section
78.751).
Our
officers and directors are accountable to us as fiduciaries, which means they
are required to exercise good faith and fairness in all dealings affecting
us.
In the event that a stockholder believes the officers and/or directors have
violated their fiduciary duties to us, the stockholder may, subject to
applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce the stockholder’s rights, including rights under
certain federal and state securities laws and regulations to recover damages
from and require an accounting by management. Stockholders who have suffered
losses in connection with the purchase or sale of their interest in the Company
in connection with such sale or purchase, including the misapplication by any
such officer or director of the proceeds from the sale of these securities,
may
be able to recover such losses from us.
Item
7. Exemption from
Registration Claimed.
An
aggregate of 2,000,000 of the Shares
were issued or are reserved for future issuance to directors, officers and
employees upon exercise of stock options issued or reserved for future issuance
pursuant to the Company’s Incentive Stock Option Plan and the remaining 20,000
of the Shares were issued to employee Chad Winter pursuant to the terms of
Mr. Winter’s employment agreement. The Company has issued or has
reserved the right to issue the stock options pursuant to which the Shares
were
issued or are reserved for future issuance in reliance upon the exemption from
the registrations requirements of the Securities Act, contained in Section
4(2)
thereof covering transactions not involving any public offering or not involving
any “offer” or “sale.”
Item
8. Exhibits
All
Exhibits are listed in the Exhibit
Index at the end of this Part II.
Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement
to:
(i)
Include
any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
(iii)
Include
any additional or changed material information on the plan of
distribution.
(2)
For
determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the
initial
bona fide offering.
(3)
To
file a post-effective amendment to remove from registration any of
the
securities that remain unsold at the end of the
offering.
(4)
For
determining liability of the undersigned small business issuer under
the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that
in a
primary offering of securities of the undersigned small business
issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities
are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller
to
the purchaser and will be considered to offer or sell such securities
to
such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to
Rule 424
(§ 230.424 of this chapter);
(ii)
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned small business issuer or used or referred to by
the
undersigned small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned
small
business issuer; and
(iv)
Any
other communication that is an offer in the offering made by the
undersigned small business issuer to the
purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act”) may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of our counsel the matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
For
the
purpose of determining liability under the Securities Act to any purchaser,
each
prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) as part
of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on
Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a
purchaser with a time of contract of sale prior to such first use, supersede
or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that is has
reasonable grounds to believe that it meets all of the requirements for filing
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
Minneapolis, State of Minnesota, on December 26, 2007.
KNOW
ALL
PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers
of Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), hereby
constitutes and appoints, Michael L. Reger and Ryan R. Gilbertson, or either
of
them or their successors as officers of the Company acting singly, the true
and
lawful agents and attorneys of the undersigned, with full power of substitution
and resubstitution, to do all things and to execute all instruments which any
of
them may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with
the registration under said Act on Form S-8 of a total of 2,020,000 shares
of
common stock previously issued or to be issued under the Company's Incentive
Stock Option Plan (the “Incentive Stock Plan Shares”) and the inclusion in said
registration on Form S-8 of a “reoffer” prospectus pursuant to which reoffers
and resales of Incentive Stock Plan Shares may be made. This
authorization includes the authority to sign the name of each of the undersigned
in the capacities indicated below to the said proposed Registration Statement
to
be filed in respect of said Incentive Stock Plan Shares, and to any amendments
(including post-effective amendments) to said proposed Registration Statement
after this date.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dated
indicated.
Articles
of Incorporation of Northern Oil and Gas, Inc.
Incorporated
by reference to Exhibit 3.1 to the Registration Statement on Form
10-SB
filed with the Securities and Exchange Commission on July 6, 2000
(File
No. 000-30955).
3.2
Certificate
of Amendment of the Articles of Incorporation of Northern Oil and
Gas,
Inc. dated March 27, 1984
Incorporated
by reference to Exhibit 3.3(i) to the Registration Statement on Form
10-SB
filed with the Securities and Exchange Commission on July 6, 2000
(File
No. 000-30955).
Incorporated
by reference to Exhibit 3.3(ii) to the Registration Statement on
Form
10-SB filed with the Securities and Exchange Commission on July 6,2000
(File No. 000-30955).
Incorporated
by reference to Exhibit 2.2 to the Registration Statement on Form
SB-2
filed with the Securities and Exchange Commission on June 11, 2007,
as
amended, File No. 333-143648
4.1
Specimen
Stock Certificate of Northern Oil and Gas, Inc.
Incorporated
by reference to Exhibit 2.2 to the Registration Statement on Form
SB-2
filed with the Securities and Exchange Commission on June 11, 2007,
as
amended, File No. 333-143648.
5.1
Opinion
and consent of Adams, Monahan & Sankovitz, LLP concerning the legality
of the shares of common stock being registered hereunder
Incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K filed
with
the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
10.2
Form
of Stock Option Agreement under the Company’s Incentive Stock Option
Plan
Incorporated
by reference to Exhibit 10.4 to the Current Report on Form 8-K filed
with
the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).