UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 18, 2011

BRIGHAM EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-34224	75-2692967
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas		78730
(Address of principal executive offices)		(Zip Code)

6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas		78730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 427-3300

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):

¨	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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

As previously announced, on October 17, 2011, Brigham Exploration Company, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Statoil ASA, a public limited liability company organized under the laws of the Kingdom of Norway (“Parent”), and Fargo Acquisition Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, pursuant to which Merger Sub commenced an offer (the “Offer”) on October 28, 2011 to acquire all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for $36.50 per Share, net to the stockholders in cash (the “Offer Price”), without interest thereon and less any applicable withholding taxes.

The initial offering period for the Offer expired at 12:00 midnight, New York City time, at the end of Wednesday, November 30, 2011, and the subsequent offering period for the Offer expired at 12:00 midnight, New York City time, at the end of Wednesday, December 7, 2011 (the “Expiration Date”). ~~According~~On toDecember 8, 2011, Parent and the Company issued a joint press release announcing that American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), had advised Parent and Purchaser that, as of the Expiration Date, approximately 96109,~~913~~400,~~613 million Shares~~459 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which ~~tendered Shares represent approximately 81.76% of the total outstanding Shares as of the Expiration Date. According to the Depositary~~, aswhen ofcombined ~~the~~with ~~Expiration Date,~~ the ~~Depositary had also received commitments to tender 7~~6,~~115~~249,~~922~~857 ~~additional~~ Shares ~~under~~that ~~the~~were ~~guaranteed~~purchased ~~delivery~~by ~~procedures~~Merger ~~for~~Sub from the ~~Offer.~~Company Onon December 15, 2011, ~~Merger~~represent ~~Sub~~approximately ~~accepted~~92.6% ~~for~~of ~~payment,~~the ~~and~~total outstanding ~~stated~~Shares ~~that~~as itof ~~would promptly pay for~~December 7, ~~all Shares validly tendered and not validly withdrawn on or prior to the Expiration Date (the “Acceptance Time”)~~2011.

~~Pursuant~~On ~~to the Merger Agreement, Merger Sub has elected to provide a subsequent offering period for all remaining untendered Shares, which commenced on~~ December 18, 2011 ~~and will expire at 12:00 midnight~~, ~~New~~Parent ~~York~~and ~~City~~Merger ~~time,~~Sub atmerged ~~the~~Merger ~~end~~Sub ofwith ~~Wednesday,~~and into ~~December 7, 2011. During~~ the ~~subsequent~~Company ~~offering~~pursuant ~~period,~~to ~~holders of Shares who did not previously tender their Shares into~~ the ~~Offer~~Merger ~~may~~Agreement ~~do so~~ and ~~will~~Delaware ~~receive~~law (the ~~same~~“Merger”) ~~purchase~~by ~~price~~filing asa ~~paid~~Certificate ~~pursuant to the Offer~~ of ~~$36.50~~Merger ~~per~~with ~~Share, net to~~ the ~~stockholders~~Secretary inof ~~cash,~~State ~~without~~of ~~interest, less any applicable withholding taxes. Shares properly tendered during~~ the ~~subsequent offering~~State ~~period~~of ~~will be accepted as they are tendered and paid for promptly as they are received~~Delaware.

Item 3.0201. ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AsIn ~~previously~~connection ~~announced~~with in the ~~Company’s Schedule 14D-9~~Merger, ~~which was filed by~~ the Company ~~with~~notified the ~~Securities~~NASDAQ ~~and~~Global ~~Exchange~~Select ~~Commission~~Market (“NASDAQ”) on ~~October~~December 288, 2011 that, ~~and~~as ~~amended~~of onthe ~~November 1, 2011, November 4,~~effective ~~2011, November 7,~~time ~~2011, November 10,~~of ~~2011, November 15,~~the ~~2011~~Merger, ~~November 16,~~ ~~2011, November 22,~~each ~~2011, November 23,~~Share ~~2011, November 30,~~then ~~2011, December 1,~~issued ~~2011~~ and ~~December~~outstanding (other than (i) 6,Shares ~~2011~~then owned by Parent, the Company’s ~~Board~~or any of ~~Directors~~their ~~(the~~respective ~~“Board”)~~direct ~~authorized~~or onindirect ~~November 2~~wholly owned subsidiaries, ~~2011~~and (aii) aShares ~~conditional~~that ~~partial~~are held ~~redemption~~by ~~(the~~any ~~“2018~~stockholders ~~Note~~who ~~Redemption”)~~properly ofdemand ~~the Company’s~~appraisal ~~8.750%~~in ~~Senior~~connection ~~Notes~~with ~~due~~the ~~2018,~~Merger) ~~governed~~ceased byto anbe ~~Indenture~~issued ~~dated~~and ~~September 27,~~outstanding ~~2010,~~and ~~among~~were ~~the~~converted ~~Company,~~into the ~~Guarantors~~right ~~named~~to ~~therein~~receive ~~and~~an ~~Wells~~amount ~~Fargo~~in ~~Bank,~~cash ~~National~~equal ~~Association,~~to asthe ~~Trustee~~Offer Price (as defined in the ~~“2018~~Merger ~~Notes”~~Agreement), without interest, and ~~(b) a~~ ~~conditional~~requested ~~redemption~~that (NASDAQ file with the ~~“2019~~Securities ~~Note~~and ~~Redemption”)~~Exchange Commission a Notification of ~~the~~Removal ~~Company’s~~from ~~6-7~~Listing and/8%or ~~Senior~~Registration ~~Notes~~under ~~due~~Section 12(b) ~~2019,~~on ~~governed~~Form by25 anto ~~Indenture~~delist ~~dated~~and ~~May 19,~~deregister ~~2011,~~the ~~among~~Shares under Section 12(b) of the ~~Company~~Securities Exchange Act of 1934, ~~the~~as ~~Guarantors~~amended. ~~named~~Trading ~~therein~~of ~~and~~Shares ~~Wells~~on ~~Fargo Bank,~~the ~~National~~NASDAQ ~~Association,~~was suspended as ~~Trustee~~of (the ~~“2019~~close ~~Notes”)~~of trading on December 8, 2011.

2018 Note Redemption

Pursuant to the 2018 Note Redemption, the Company agreed, subject to specified conditions, to redeem $105 million in principal amount of the 2018 Notes, out of a total outstanding principal amount of $300 million, at a redemption price equal to 108.750% of the principal. The 2018 Note Redemption was conditioned upon the consummation by the Company of an equity offering prior to the redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon (1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the Company’s Board after the Acceptance Time.

2019 Note Redemption

Pursuant to the 2019 Note Redemption, the Company agreed to, subject to specified conditions, redeem (a) $105 million in principal amount of the 2019 Notes (“Tranche A”), out of a total outstanding principal amount of $300 million, at a redemption price equal to 106.875% of principal, and (b) the remaining $195 million in principal amount of the 2019 Notes (“Tranche B”) at a redemption price equal to 110.0% of principal. The redemption of Tranche A was conditioned upon the consummation by the Company of an equity offering prior to the redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon (1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the Board after the Acceptance Time. The redemption of Tranche B is conditioned upon the consummation of the merger or Merger Sub with and into the Company pursuant to the Merger Agreement (the “Merger”).

On December 5, 2011, the Company’s Board approved an equity offering of 6,249,857 newly-issued shares of the Company’s common stock, par value $0.01 per share, to Merger Sub for an aggregate purchase price of $228,119,791.66, the proceeds of which were used to redeem the $105 million in principal amount of the 2018 Notes and Tranche A of the 2019 Notes.

The shares of common stock were issued in reliance on Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Merger Sub represented to the Company that it is an “accredited investor” as defined in Regulation D.

The disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 21, 2011.

Item 53.0103. ~~Changes~~Material inModifications ~~Control~~to Rights of ~~Registrant~~Security Holders.

AsAt ~~described~~the ineffective ~~the~~time ~~Introductory~~of ~~Note~~the ~~above~~Merger, ateach outstanding Share (other than (i) Shares then owned by Parent, the ~~Acceptance~~Company ~~Time~~or any of their respective direct or indirect wholly owned subsidiaries, ~~Merger~~and (ii) Shares ~~Sub~~that ~~accepted~~are ~~for~~held ~~payment~~by ~~all~~any stockholders who properly demand appraisal in connection with the Merger (the “Appraisal Shares”)) ~~validly~~ceased ~~tendered~~to be issued and ~~not~~outstanding ~~withdrawn~~and ~~pursuant~~was converted into the right to receive an amount in cash equal to the Offer onPrice or(as ~~prior~~defined toin the ~~Expiration~~Merger ~~Date~~Agreement), without interest. As aFrom ~~result~~and ofafter the ~~acceptance~~effective date of ~~such~~the ~~Shares~~Merger, ain ~~change~~accordance inwith ~~control~~Delaware law, holders of ~~the~~Appraisal ~~Company~~Shares ~~occurred.~~are ~~Parent~~no ~~has~~longer ~~reported~~entitled ~~that~~to ~~the~~vote ~~funds~~such ~~for~~Shares ~~the~~or ~~purchase~~to receive payment of ~~Shares~~any bydividends ~~Merger~~or ~~Sub~~distributions ~~pursuant~~payable to ~~the~~holders ~~Offer~~of ~~came~~record ~~from~~after ~~Parent’s~~the ~~available~~effective ~~cash~~date.

AsThe ~~the~~disclosure contained ~~final~~in ~~step of~~ the ~~acquisition~~Introductory ~~process,~~Note ~~upon~~is ~~the~~incorporated ~~expiration~~herein ofby ~~the~~reference. ~~subsequent~~The ~~offering~~foregoing ~~period~~description ~~at 12:00 midnight, New York City time, at the end~~ of ~~Wednesday, December 7, 2011, if Parent and its Affiliates (as defined in~~ the Merger Agreement) ~~own~~is atqualified ~~least~~in ~~90%~~its ofentirety ~~the~~by ~~outstanding~~reference ~~Shares of the Company, then Parent and Merger Sub expect~~ to ~~effect~~ the Merger ~~as promptly as practicable as a short-form merger under Delaware law~~Agreement, with the Company surviving. If, upon the expiration of the subsequent offering period at 12:00 midnight, New York City time, at the end of Wednesday, December 7, 2011, Parent and its Affiliates do not own at least 90% of the outstanding Shares, but own a ~~sufficient~~copy ~~number~~ of ~~Shares~~which towas ~~exercise~~filed ~~the Top-Up Option (~~as ~~defined~~Exhibit in2.1 ~~the Merger Agreement) pursuant~~ to the ~~terms~~Form ~~and conditions of the Merger Agreement, then Merger Sub~~8-K ~~expects~~filed toby ~~exercise~~ the ~~Top-Up~~Company ~~Option~~on ~~as promptly as practicable and~~October 21, ~~as promptly as practicable thereafter, to effect a short-form merger under Delaware law to consummate the Merger~~2011.

At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares then owned by Parent, the Company or any of their respective direct or indirect wholly owned subsidiaries, and (ii) Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) will cease to be issued and outstanding and will be converted into the right to receive an amount in cash equal to the Offer Price, without interest. Following the Merger, Shares will no longer be listed on the NASDAQ Global Select Market.

The Merger Agreement also provided Parent and Merger Sub with certain rights to designate Board members, which rights were exercised on December 5, 2011, as described in Item 5.02 below.

The disclosure contained in the Introductory Note and in Item 5.02 is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 21, 2011.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~December 5,~~connection ~~2011,~~with ~~pursuant to~~ the ~~terms of the~~ Merger ~~Agreement,~~and ~~upon~~pursuant ~~the payment for Shares tendered into the Offer, Parent became entitled~~ to ~~designate a number of individuals, rounded up to~~ the ~~next~~Merger ~~whole number~~Agreement, to the ~~Company’s~~directors ~~Board that is equal to the percentage~~ of ~~the total outstanding Shares held by Parent,~~ Merger Sub ~~and~~immediately ~~their~~prior ~~affiliates.~~to ~~Effective as of December 5, 2011, in accordance with~~ the ~~Merger~~effective ~~Agreement~~time ~~and~~of the ~~Company’s charter documents~~Merger, ~~the~~which ~~Board~~consisted ~~increased the size~~ of ~~the~~Jason ~~Board from seven members to nine members and the following directors resigned from the Board: Ben M. “Bud” Brigham~~Nye, ~~David~~Kathy ~~T. Brigham~~Kanocz, ~~Harold D. Carter~~ and ~~Hobart~~Andrew A.Byron ~~Smith.~~Winkle, ~~Following~~became the ~~effectiveness~~only ~~of the increase in the size of the Board and the resignations of such~~ directors ~~and in accordance with the terms~~ of the ~~Merger Agreement and the~~ Company~~’s charter documents~~, ~~the~~each ~~Board~~to ~~filled~~hold ~~the~~office ~~vacancies~~until ~~created~~their byrespective ~~such~~successors ~~newly~~are ~~created~~duly ~~directorships~~elected ~~and~~or ~~resignations~~appointed ~~by appointing the following designees of Parent to serve as directors of the Company:~~and ~~Jason~~qualified ~~Nye,~~or ~~Heidi~~until ~~Wolden,~~their ~~Kathy~~earlier ~~Kanocz,~~respective ~~Andrew Byron Winkle~~deaths, ~~Paul~~resignations ~~Owen~~or ~~and~~removals ~~Irene~~from ~~Rummelhoff~~office. ~~Committee appointments for such newly appointed directed have not yet been determined.~~

The disclosure contained in the Introductory Note ~~and in Item 5.01~~ is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 21, 2011.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective upon the effective time of the Merger, the Company’s Certificate of Incorporation, as amended, was amended and restated to read in its entirety as set forth in Exhibit 3.1 hereto, which is incorporated herein by reference.

Pursuant to the Merger Agreement, effective upon the effective time of the Merger, the Company’s Bylaws were amended and restated to read in their entirety as set forth in Exhibit 3.2 hereto, which is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this current report on Form 8-K:


Exhibit No.		Item

3.1		Amended and Restated Certificate of Incorporation of Brigham Exploration Company

3.2		Amended and Restated Bylaws of Brigham Exploration Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS


Exhibit No.		Item

3.1		Amended and Restated Certificate of Incorporation of Brigham Exploration Company

3.2		Amended and Restated Bylaws of Brigham Exploration Company

BRIGHAM EXPLORATION COMPANY

Date: December 7, 2011

/s/ KARI A. POTTS

Date: December 14, 2011

/s/ KARI A. POTTS

Name: Kari A. Potts

Title: General Counsel and Secretary

Filing Compare · BRIGHAM EXPLORATION CO