Attached files
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 (Date of earliest event reported): March 25, 2010
NORTHERN
OIL AND GAS, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
|
001-33999
|
95-3848122
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
315
Manitoba Avenue – Suite 200
Wayzata,
Minnesota
|
55391
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (952) 476-9800
[Missing Graphic Reference]
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 (see General
Instruction A.2. below):
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
(17CFR 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))
|
1
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
– Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
25, 2010, the Board of Directors of Northern Oil and Gas, Inc. (the “Company”)
appointed (i) Ryan R. Gilbertson to serve as President of the Company, (ii) Chad
D. Winter to serve as Chief Financial Officer of the Company, and (iii) James R.
Sankovitz to serve as Chief Operating Officer, General Counsel and Secretary of
the Company, effective immediately.
Mr.
Winter, age 34, joined Northern Oil in November 2007 as the Company’s internal
operations manager. In 2008, Mr. Winter was promoted to vice
president of operations and had primary responsibility for the Company’s SEC
financial reporting, accounting, audit and tax functions as well as Sarbanes
Oxley compliance. Prior to joining the Company, Mr. Winter served as
the acting director of product development within the enterprise media group at
Dow Jones and Company from 2005 to 2007. During his tenure, Mr.
Winter oversaw the development of enterprise financial solutions, which included
managing the business unit’s financial models, forecasting, budgeting, strategy,
marketing and product development.
Mr. Sankovitz, age 35, had
previously served as the Company’s General Counsel, since March
2008. Prior to joining the Company, Mr. Sankovitz was a partner at
the law firm Adams, Monahan & Sankovitz, LLP from November 2004 to March
2008, where he represented various public and private companies and individuals
concerning state and federal securities laws, corporate finance matters,
mergers and acquisitions, capital structuring, regulatory compliance and other
business-related matters. Mr. Sankovitz has assisted clients as an
attorney and consultant in pursuing capital-raising transactions (including
private placements, mergers, tender offers, bond offerings, bridge financings
and bank financings), structuring complex transactions, completing mergers,
acquisitions and similar transactions, developing strategic business plans,
exploring licensing opportunities, evaluating cash needs and resources,
negotiating various agreements and addressing securities law compliance and
general corporate matters.
For
information regarding Mr. Gilbertson, please refer to the information previously
reported in Part III, Item 10, of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009, and under the headings “Proposal 1 – Election
of Directors,” “Compensation Discussion and Analysis,” and “Certain
Relationships and Related Transactions” in the Company’s Proxy Statement for the
Annual Meeting of Shareholders held June 18, 2009, each of which is
incorporated herein by reference.
Also on
March 25, 2010, the Compensation Committee of the Company approved (i) an
Employment Agreement by and between the Company and Chad D. Winter; (ii) an
Employment Agreement by and between the Company and James R. Sankovitz; and
(iii) an amendment to the Second Amended and Restated Employment Agreement by
and between the Company and Ryan R. Gilbertson, dated January 30,
2009. Employment by the Company of Messrs. Winter, Sankovitz and
Gilbertson remain entirely “at-will”, meaning that either Messrs. Winter,
Sankovitz and Gilbertson or the Company may terminate such employment
relationship by terminating their individual employment agreements at any time
for any reason or for no reason at all.
The
employment agreements entitle Messrs. Winter and Sankovitz to each receive an
increase in annual base salary of a minimum of four percent over the prior
year’s annual salary, and an annual bonus as determined in the discretion of the
Company’s Compensation Committee or Board of Directors based upon meeting or
exceeding agreed upon performance goals. In addition, Messrs. Winter
and Sankovitz are each entitled to receive a lump sum payment equal to twice
their then-applicable annual salary in the event of a change in control of the
Company during their employment or within six months of any termination of their
employment and a lump sum payment equal to their then-applicable annual salary
in the event of termination of employment by the Company for any reason other
than “for cause” or death.
The sole
purpose of the amendment to Mr. Gilbertson’s employment agreement is to replace
the phrase “Chief Financial Officer” in each place it appears with the word
“President.”
The
foregoing descriptions of the material terms of the employment agreements of
Messrs. Winter and Sankovitz and the amendment to Mr. Gilbertson’s employment
agreement do not purport to be complete and are qualified in their entirety by
reference to such agreements, which are filed as Exhibits 10.1, 10.2, and 10.3
to this Current Report on Form 8-K and incorporated herein by
reference.
On March
25, 2010, the Company issued a press release reporting the foregoing
information, which is furnished as Exhibit 99.1 hereto.
2
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
– Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
Number
|
Description
|
|
10.1
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Employment
Agreement by and between Northern Oil and Gas, Inc. and Chad D. Winter,
dated March 25, 2010
|
|
10.2
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Employment
Agreement by and between Northern Oil and Gas, Inc. and James R.
Sankovitz, dated March 25, 2010
|
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10.3
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Amendment
No. 1 to Second Amended and Restated Employment Agreement by and between
Northern Oil and Gas, Inc. and Ryan R. Gilbertson, dated March 25,
2010
|
|
99.1
|
Press
Release dated March 25, 2010
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3
SIGNATURES
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.
Date:
March 25, 2010
|
NORTHERN
OIL AND GAS, INC.
By/s/ Michael L. Reger
Michael
L. Reger, Chief Executive Officer
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4
EXHIBIT
INDEX
Exhibit
Number
|
Title
of Document
|
Method
of Filing
|
||
10.1
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Employment
Agreement by and between Northern Oil and Gas, Inc. and Chad D. Winter,
dated March 25, 2010
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Filed
Electronically
|
||
10.2
|
Employment
Agreement by and between Northern Oil and Gas, Inc. and James R.
Sankovitz, dated March 25, 2010
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Filed
Electronically
|
||
10.3
|
Amendment
No. 1 to Second Amended and Restated Employment Agreement by and between
Northern Oil and Gas, Inc. and Ryan R. Gilbertson, dated March 25,
2010
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Filed
Electronically
|
||
99.1
|
Press
Release dated March 25, 2010
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Furnished
Electronically
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5