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) June 23, 2008
SOUTH TEXAS OIL COMPANY
(Exact name of Registrant as specified in charter)
| Nevada | | 001-33777 | | 74-2949620 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification) |
| 300 E Sonterra Blvd, San Antonio, TX | | 78258 |
| (Address of principal executive offices) | | (Zip Code) |
(210)545-5994 (Telephone) (210)545-3317 (Fax)
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
SECTION 5 - Corporate Governance and Management
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 23, 2008, Michael J. Pawelek, South Texas Oil Company’s current Chairman of its Board of Directors, was appointed Chief Executive Officer and President of the Company. Additionally, Wayne Psencik was appointed Executive Vice President and Chief Operating Officer, and Sherry L. Spurlock was appointed Executive Vice President and Chief Financial Officer. In addition to individual Employment Agreements, each new officer has executed a Non-Competition agreement with the Company. The respective Employment Agreements will be submitted for shareholder approval and ratification at a Special Meeting of Shareholders called for that purpose.
Contemporaneous with the above appointments, J. Scott Zimmerman resigned as Chief Executive Officer, President and a member of the Company’s Board of Directors. Mr. Zimmerman served as Chief Executive Officer, President and Director of the Company during a transition period for the Company. He resigned to facilitate the installment of a new management team to continue to develop and expand the business of South Texas Oil. All Management changes are effective June 23, 2008.
The individual Employment Agreements, Non-Competition Agreements as well as and Mr. Zimmerman’s letter of resignation are attached as Exhibits 99.1 through 99.7, respectively, and are incorporated by reference herein. The bios of Messrs. Pawelek, Psencik and Ms. Spurlock are set forth in the Press Release attached as Exhibit 99.8 and, likewise, are incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
| Exhibit Number | | Description |
| | | |
| 99.1 | | Employment Agreement - Michael J. Pawelek, CEO |
| 99.2 | | Employment Agreement - Wayne Psencik, COO |
| 99.3 | | Employment Agreement - Sherry L. Spurlock, CFO |
| 99.4 | | Non-Competition Agreement - Michael J. Pawelek |
| 99.5 | | Non-Competition Agreement - Wayne Psencik |
| 99.6 | | Non-Competition Agreement - Sherry L. Spurlock |
| 99.7 | | Resignation letter - J. Scott Zimmerman |
| 99.8 | | Press Release, June 24, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 24, 2008
|
| | |
| /s/ Michael J. Pawelek |
| | Michael J. Pawelek, Chief Executive Officer |
