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)
January 23, 2008
TXCO Resources Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-9120 | 84-0793089 |
| (State of | (Commission File | (IRS Employer |
| incorporation) | Number) | Identification No.) |
| 777 E. Sonterra Blvd., Suite 350 | |
| San Antonio, Texas | 78258 |
| (Address of principal executive offices) | (Zip Code) |
(210) 496-5300
(Registrant's telephone number,
including area code)
| 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. below): |
o Written communications 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 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01: Other Events
On January 23, 2008, TXCO Resources Inc.'s (the "Company" or "TXCO") management and board of directors were informed that a lawsuit against the Company and its directors in the Court of Chancery of the State of Delaware. The action was brought by Third Point LLC and various Third Point affiliates, which claim to collectively own and control more than 8 percent of the outstanding common stock of TXCO.
This lawsuit arises from the appointment of James L. Hewitt as an independent, Class B director on Jan. 11, 2008, to fill the vacancy created by the retirement of Stephen M. Gose Jr. in December 2006. Mr. Hewitt will complete Mr. Gose’s term as a Class B director, which extends until TXCO’s 2009 Annual Meeting.
The lawsuit alleges that TXCO’s board breached its fiduciary duty when it appointed Mr. Hewitt to the board of directors. The plaintiffs seek injunctive and declaratory relief to nullify the appointment of Mr. Hewitt to TXCO’s board of directors and to award fees and costs of litigation.
TXCO believes the appointment of Mr. Hewitt as a director was valid and that his extensive background in finance, banking and business brings valuable experience to TXCO’s board of directors.
The Company believes the allegations in the Third Point lawsuit are without merit and intends to vigorously defend the suit.
Item 9.01: Financial Statements and Exhibits
| Exhibit Number | Description |
| | |
| 99.1 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| | TXCO Resources Inc. |
| | |
| Dated: January 24, 2008 | /s/ P. Mark Stark |
| | P. Mark Stark |
| | Chief Financial Officer |
| | (Principal Accounting and Financial Officer) |
EXHIBIT INDEX
| Exhibit Number | Description |
| | |
| 99.1 | |
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