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As Of Filer Filing For·On·As Docs:Size 8/05/16 Northern Oil & Gas, Inc. S-8 8/05/16 5:109K |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 41K Employees Pursuant to an Employee Benefit Plan 2: EX-5.1 Opinion re: Legality HTML 13K 3: EX-23.2 Consent of Experts or Counsel HTML 6K 4: EX-23.3 Consent of Experts or Counsel HTML 6K 5: EX-23.4 Consent of Experts or Counsel HTML 6K
Document |
Minnesota (State or Other Jurisdiction of Incorporation or Organization) | 95‑3848122 (I.R.S.
Employer Identification No.) | |
315 Manitoba Avenue, Suite 200 Wayzata, Minnesota (Address of Principal Executive Offices) | 55391 (Zip Code) |
Chief Financial Officer Northern Oil and Gas, Inc. 315 Manitoba Avenue, Suite 200 (Name and Address of Agent for Service) |
Large Accelerated Filer ¨ | Accelerated Filer x | |
Non-Accelerated
Filer ¨ | Smaller Reporting Company ¨ |
Title of Securities To Be Registered | Amount To Be Registered (1) | Proposed
Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee (2) |
Common Stock, $0.001 par value | 1,600,000 | $3.755 | $6,008,000 | $605.01 |
(1)
| Pursuant to Rule 416(c), this Registration Statement also covers any additional shares of common stock that become issuable under the Northern Oil and Gas, Inc. 2013 Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock. |
(2) | Estimated
solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices per share of the Registrant’s common stock as quoted on the NYSE MKT on August 1, 2016. |
(a) | The Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2015 (which incorporates by reference certain portions of the Company’s definitive proxy statement for the Company’s
2016 Annual Meeting of Shareholders); |
(b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules); and |
(c) | The description of the Company’s Common Stock contained in the registration statement
on Form SB‑2 filed on November 17, 2003 (Registration No. 333‑146596), and all amendments and reports filed for the purpose of updating such description. |
No. | Description | |
4.1 | Amended and Restated Articles of Incorporation of Northern Oil and Gas, Inc. dated June 1, 2016 (incorporated by reference to Exhibit 3.1 to the
Company’s Quarterly Report on Form 10‑Q filed with the Commission on August 5, 2016). | |
4.2 | By‑Laws of Northern Oil and Gas, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8‑K filed with the Commission on July 2, 2010). | |
5.1 | Opinion
of Faegre Baker Daniels LLP, counsel for the Company. | |
23.1 | Consent of Faegre Baker Daniels LLP (contained in Exhibit 5.1 to this Registration Statement). | |
23.2 | Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP). | |
23.3 | Consent
of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | |
23.4 | Consent of Ryder Scott Company, LP. | |
24.1 | Powers of Attorney (included on signature page). | |
99.1 | Northern Oil and Gas, Inc. 2013 Incentive Plan, as amended through May
26, 2016 (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 22, 2016). |
NORTHERN OIL AND GAS, INC. | ||
By: | /s/
Thomas W. Stoelk | |
Chief Financial Officer |
Signature | Title | Date | ||
/s/
Michael L. Reger | Chief Executive Officer and Director | |||
/s/
Thomas W. Stoelk | Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer | |||
/s/
Lisa Bromiley | Director | |||
/s/
Robert Grabb | Director | |||
/s/
Delos Cy Jamison | Director | |||
/s/
Jack King | Director | |||
No. | Description | Manner of Filing | ||
4.1 | Amended and Restated Articles of Incorporation of Northern Oil
and Gas, Inc. dated June 1, 2016 | |||
4.2 | By‑Laws of Northern Oil and Gas, Inc. | |||
5.1 | Opinion
of Faegre Baker Daniels LLP, counsel for the Company | Filed Electronically | ||
23.1 | Consent of Faegre Baker Daniels LLP | Contained in Exhibit 5.1 to this Registration Statement | ||
23.2 | Consent
of Independent Registered Public Accounting Firm (Grant Thornton LLP) | Filed Electronically | ||
23.3 | Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) | Filed Electronically | ||
23.4 | Consent of Ryder Scott Company, LP | Filed
Electronically | ||
24.1 | Included on Signature Page | |||
99.1 | Northern Oil and Gas, Inc. 2013 Incentive Plan, as amended through May 26, 2016 |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/5/16 | 10-Q | ||
8/1/16 | ||||
6/1/16 | 4 | |||
5/26/16 | 8-K | |||
4/22/16 | DEF 14A | |||
12/31/15 | 10-K | |||
7/10/15 | CORRESP, S-3, S-4, S-8 | |||
5/31/13 | S-8, S-8 POS | |||
7/2/10 | 8-K, POS AM, S-8 POS | |||
11/17/03 | ||||
List all Filings |