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):
November 28, 2007
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TXCO Resources Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 0-9120 | 84-0793089 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 East 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)) |
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ITEM 7.01 REGULATION FD DISCLOSURE
On November 28, 2007, TXCO Resources Inc (the “Company”) issued a press release announcing the closing of its previously announced private placement of the Company's Series C Perpetual Convertible Preferred Stock, effective November 21, 2007. The text of the press release issued by the Company is furnished herewith as Exhibit 99.1.
ITEM 8.01 OTHER EVENTS
On November 21, 2007, the Company filed a Current Report on Form 8−K describing a Securities Purchase Agreement entered into by the Company on November 20, 2007 with certain institutional investors providing for the sale to such investors of an aggregate of 55,000 shares of the Company’s Series C Perpetual Convertible Preferred Stock for an aggregate purchase price of $55 million.
The Private Placement closed effective November 21, 2007. Lazard Frères & Co. LLC served as lead placement agent in the private offering and BMO Capital Markets Corp. served as co-placement agent.
For a description of the transaction, reference is made to the Current Report on Form 8−K filed on November 21, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit Number | Description |
99.1 | Press Release, dated November 28, 2007. |
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SIGNATURES
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.
TXCO RESOURCES INC. | ||
Date: November 28, 2007 | /s/ P. Mark Stark | |
P. Mark Stark | ||
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number | Description |
99.1 | Press Release, dated November 28, 2007. |
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