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) August 28, 2007
SOUTH TEXAS OIL COMPANY
(Exact name of Registrant as specified in charter)
Nevada 0-50732 74-2949620
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2802 Flintrock Trace, Suite 252, Austin, TX 78738
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(Address of principal executive offices) (Zip Code)
(512)371-4152 (Telephone) (512)263-5046 (Fax)
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(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:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 40.14d-2(b))
[ ] 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.
Effective August 27, 2007, Mr. Conrad Humbke has resigned as a member of our
Board. Mr. Humbke will be replaced by Mr. Stanley Hirschman as an independent
Director. Mr. Hirschman will be joined by Mr. Owen Naccarato and Mr. David
Lieberman as independent Directors bringing the total Board members to 5.
Stanley A. Hirschman
Stan Hirschman is President of CPointe Associates, Inc., a Plano, Texas
executive management and retail operations consulting firm. He is an
investment due diligence specialist and also works regularly with public
companies that are dealing with the difficulties of the balance between
increased regulatory requirements and reasonable corporate governance. He is
Chairman of the Board of Bravo! Brands Inc., an independent director of Dalrada
Financial Corporation and Axion Power International and former chairman of
Mustang Software, Inc. While at Mustang Software, Mr. Hirschman took a hands-
on role in the planning and execution of the strategic initiative to increase
shareholder value resulting in the successful acquisition of the company by
Quintus Corporation.
His client list has included Imaging Diagnostic Systems, Cingular, Northern
Telecom (Nortel), Datametrics, Earthlink and Retail Highway. Prior to
establishing CPointe Associates, he was Vice President Operations, Software
Etc., Inc., a 396 retail store software chain, from 1989 until 1996. He also
held senior executive management positions with T.J. Maxx, Gap Stores and
Banana Republic.
Stan is a member of the National Association of Corporate Directors, the KMPG
Audit Committee Institute and is a graduate of the Harvard Business School
Audit Committees in the New Era of Governance. He is active in community
affairs and serves on the Advisory Board of the Salvation Army Adult
Rehabilitation
David Lieberman
David Lieberman has been the Chief Financial Officer for John Goyak &
Associates, Inc., an aerospace consulting firm located in Las Vegas, NV since
2003. Previously, Mr. Lieberman was the President of Lieberman Associates from
2000 to 2003 where he acted as the Chief Financial Officer for various public
and non-public companies located in NV and CA. Mr. Lieberman has over thirty
years of financial experience beginning with five years as an accountant with
Price Waterhouse from 1967 through 1972.
Owen M. Naccarato
Owen M. Naccarato, Esq., CPA and MBA has for the last ten years been a
practicing attorney specializing in corporate and securities law. Prior to
practicing law, Mr. Naccarato held various high level financial and operating
positions with fortune 50 firms. Mr. Naccarato is a member of the American Bar
Association, the California State Bar Association, the Orange County and the
Los Angeles County Bar Associations and their respective corporate law
sections. In addition to having a JD in law, Mr. Naccarato earned a BS in
Accounting from Northern Illinois University, an MBA from DePaul University
(Chicago) and is a certified public accountant, having articulated in the State
of Illinois.
The company has also formalized the Corporate Governance of the company and
adopted the following charters:
1. Corporate Governance Principles
2. Audit Committee Charter
3. Code of Business Conduct
4. Compensation and Human Resources Committee Charter
5. Corporate Governance and Nominating Committee Charter
The Company has additionally formed an independent Audit Committee,
Compensation Committee and a Corporate Governance and Nominating committee,
these Committees will be managed by the following:
Audit Committee
Owen M. Naccarato
David Lieberman
Stanley A. Hirschman
Compensation Committee
Owen M. Naccarato
David Lieberman
Corporate Governance and Nominating Committee
Owen M. Naccarato
Stanley A. Hirschman
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 Resignation Letter (Conrad Humbke)
99.2 Corporate Governance Principles
99.3 Audit Committee Charter
99.4 Code of Business Conduct
99.5 Compensation and Human Resources Committee Charter
99.6 Corporate Governance and Nominating Committee Charter
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: August 28, 2007
South Texas Oil Company
By: /s/ Murray N. Conradie
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Murray N. Conradie, Chief Executive Officer