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SYRG > SEC Filings for SYRG > Form 8-K on 14-Jun-2013All Recent SEC Filings

Show all filings for SYNERGY RESOURCES CORP | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exhib

Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2013, Synergy Resources Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Johnson Rice & Company L.L.C. acting severally on behalf of itself and the underwriters named in Schedule I-A thereto (the "Underwriters"), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase for resale to the public (the "Offering"), subject to the terms and conditions expressed therein, a total of 11,500,000 shares of common stock (the "Shares"), at a price to the public of $6.25 per Share. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 1,725,000 shares of common stock at the public offering price to cover over-allotments, if any. The Company expects the Offering to close on or about June 19, 2013, subject to the satisfaction of customary closing conditions, and expects that the net proceeds to the Company from the Offering (excluding the exercise of the over-allotment option) will be approximately $68,031,000 after deducting the estimated underwriting discount and estimated offering expenses payable by the Company. The Underwriting Agreement provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to reimburse the Underwriters for payments that the Underwriters may be required to make because of such liabilities.

The Shares are being offered and sold pursuant to the Company's existing shelf registration statement on Form S-3 (333-186726) that was declared effective by the Securities and Exchange Commission on April 23, 2013, a Preliminary Prospectus dated April 23, 2013, a Preliminary Prospectus Supplement dated June 10, 2013 and an Issuer Free Writing Prospectus dated June 13, 2013. The opinion of the Company's counsel regarding the validity of the Shares to be issued by the Company is filed herewith as Exhibit 5.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1 to this Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits

The following exhibits are filed electronically with this report:

1. Underwriting Agreement, dated as of June 13, 2013, by and between Synergy Resources Corporation and Johnson Rice & Company L.L.C., acting severally on behalf of itself and the underwriters named in Schedule I thereto.

5. Opinion of Hart & Hart, LLC.

23 Consent of Hart & Hart, LLC.

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