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): September 24, 2012
SYNERGY RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 001-35245 20-2835920
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
20203 Highway 60
Platteville, Colorado 80651
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (970) 737-1073
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N/A
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(Former name or former address if changed since last report)
Check 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)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On September 24, 2012, the Company issued:
o 64,372 shares of its restricted common stock to five persons in
consideration for the assignment to the Company of oil and gas
leases;
o 31,454 shares of its common stock to George Seward, a director of
the Company, in consideration for assisting the Company in the
acquisition of oil and gas leases;
o 43,487 shares of its common stock to unrelated parties, in
consideration for assisting the Company in the acquisition of oil
and gas leases;
o 83,056 shares of its restricted common stock to one person in
consideration for the expansion of an area of mutual interest
relating to the future acquisition of oil and gas properties; and
o 3,750 shares of its common stock to an employee for services
rendered.
The shares of common stock described above were not registered under the
Securities Act of 1933 and are restricted securities. The Company relied upon
the exemption provided by Section 4(2) of the Securities Act of 1933 in
connection with the issuance of these shares. The persons who acquired these
shares were sophisticated investors and were provided full information regarding
the Company's business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The persons who acquired
these shares acquired them for their own accounts. The certificates representing
these shares will bear a restricted legend providing that they cannot be sold
except pursuant to an effective registration statement or an exemption from
registration. No commission was paid to any person in connection with the
issuance of these shares.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
See Item 3.02 of this report.
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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: September 24, 2012
SYNERGY RESOURCES CORPORATION
By: /s/ Frank L. Jennings
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Frank L. Jennings, Principal Financial
Officer
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