form8-k.htm
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
5, 2008
MDU Resources Group,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
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1-3480
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41-0423660
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1200 West Century
Avenue
P.O. Box 5650
Bismarck, North Dakota
58506-5650
(Address of principal executive
offices)
(Zip
Code)
Registrant’s telephone number,
including area code (701) 530-1000
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:
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q
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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q
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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q
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On September 5, 2008, MDU Resources
Group Inc. (the "Company") entered into a Sales Agency Financing Agreement (the
“Agreement”) with Wells Fargo Securities, LLC (“Wells Fargo”) with respect to
the issuance and sale of up to 5,000,000 shares (the “Common Shares”) of the
Company’s common stock, par value $1.00 per share, together with preference
share purchase rights appurtenant thereto. The Agreement replaces a
similar agreement with Wells Fargo for the sale of up to 3,000,000 shares of
common stock, which was scheduled to expire on December 1, 2008. The
Common Shares may be offered for sale, from time to time, in accordance with the
terms of the Agreement, which terminates by its terms on May 28,
2011. The offering of the Common Shares will be made pursuant to the
Company’s shelf registration statement on Form S-3 (Registration No.
333-151215), which became effective on May 28, 2008 (the “Registration
Statement”), and pursuant to a Prospectus Supplement, dated
September 5, 2008, and a base Prospectus, dated May 28, 2008, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
The Agreement is filed as Exhibit 1 to
this Current Report on Form 8-K. The opinions of Paul K. Sandness,
General Counsel to the Company, and Thelen Reid Brown Raysman & Steiner
LLP, special counsel to the Company, regarding the validity of the
Common Shares are filed as Exhibits 5(a) and 5(b), respectively, to this Current
Report on Form 8-K in lieu of filing them as exhibits to the Registration
Statement by means of a post-effective amendment. Instead, upon
filing, this Current Report on Form 8-K is incorporated by reference into the
Registration Statement. Accordingly, such exhibits are also
incorporated by reference into the Registration Statement as exhibits
thereto. The consents of Paul K. Sandness, Esq. and Thelen Reid Brown
Raysman & Steiner LLP (designated as Exhibits 23(a) and 23(b), respectively)
are contained in their respective opinions.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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1
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Sales Agency Financing Agreement entered into
between MDU Resources Group, Inc. and Wells Fargo Securities,
LLC.
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5(a)
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Opinion of Paul K. Sandness, Esq., General Counsel
to MDU Resources Group, Inc.
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5(b)
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Opinion of Thelen Reid Brown Raysman & Steiner
LLP, special counsel to MDU Resources Group,
Inc.
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23(a)
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The consent of Paul K. Sandness, Esq. is contained
in his opinion filed as Exhibit 5(a) to this Current Report on Form
8-K.
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23(b)
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The consent of Thelen Reid Brown Raysman &
Steiner LLP is contained in its opinion filed as Exhibit 5(b) to this
Current Report on Form 8-K.
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SIGNATURE
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.
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MDU
RESOURCES GROUP, INC.
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Dated: September
5, 2008
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By
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/s/
Vernon A. Raile |
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Vernon
A. Raile
Executive Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description of
Exhibit
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1
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5(a)
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5(b)
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23(a)
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The
consent of Paul K. Sandness, Esq. is contained in his opinion filed as
Exhibit 5(a) to this Current Report on Form 8-K.
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23(b)
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The
consent of Thelen Reid Brown Raysman &
Steiner LLP is contained in its opinion filed as Exhibit 5(b) to this
Current Report on Form 8-K.
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