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) January 22, 2008
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)
769 Highway 95N, Bastrop, TX 78602
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(Address of principal executive offices) (Zip Code)
(512)772-2474 (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 3
Item 3.03 Material Modification to Rights of Security Holders
On January 22, 2008, the Company's Board of Directors executed a consent in
lieu of special meeting, dated January 16, 2008, to amend Sections 3.2 and 3.3
of the Company's Bylaws. The amendments to the Bylaws were implemented to
remove any ambiguity with respect to the provisions thereof, and to provide for
a more effective and efficient management of the Company's affairs with respect
to the increase in the number of the Company's directors, as may be determined
by the Board of Directors from time to time to be in the best interest of the
Company, and the filling of vacancies in the members of the Board of Directors
created by the resignation, removal of such members or other cause, resulting
in such vacancies.
Prior to the amendments, the Bylaws required (i) that vacancies on the Board of
Directors be filled only by "a special election" called to elect all
directorships including those not currently vacant; (ii) that any new
directorship created by an increase in the authorized number of directors,
shall be filled by "voting stock at a special meeting called for such purpose;"
and (iii) that the voting of the Company's common stock be cumulative.
Sections 3.2 and 3.3 of the prior Bylaws are attached as Exhibit 99.2.
The amended Bylaws provide (i) that vacancies on the Board of Directors be
filled by an affirmative vote of a majority of the remaining directors; (ii)
that any new directorship created by an increase in the authorized number of
directors be filled by election by the Board of Directors and (iii) that the
voting of the Company's common stock not be cumulative. Sections 3.2 and 3.3
of the amended Bylaws are attached as Exhibit 99.3.
The Company has one class of voting securities. The amendment of the Company's
Bylaws does not disparately reduce or restrict the voting rights of existing
shareholders of that class.
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 January 22, 2008, the Company's Board of Directors appointed current
president Scott Zimmerman as Chief Executive Officer of the Company, effective
upon the resignation of Mr.Conradie from that position. Mr. Zimmerman, who will
retain his position as president, also was elected as an additional member of
Company's Board of Directors, pursuant to a contemporaneous vote of the
Directors to enlarge the Board of Directors from 5 to 6 members. Mr. Zimmerman
has served as the Company's President since June 18, 2007.
On January 22, 2008, the Company's Board of Directors also elected Mr. Michael
Pawelek as its new Chairman and outside director, effective immediately. Mr.
Pawelek, a geophysicist, has held senior management positions throughout his
27-year career in the exploration and production and oilfield services
industries. After working south Texas fields early in his career, Mr. Pawelek
later served as CEO of Universal Seismic Associates, a seismic acquisition and
processing company that later became publicly traded and was ultimately sold.
He also held the position of President at BOSS Exploration & Production
Corporation, Inc. a privately held Gulf Coast production company. He currently
is President of privately held San Antonio based Sonterra Resources, Inc. which
operates assets in the Texas State waters.
On January 22, 2008, the Company's Board of Directors accepted the resignation
of Mr. Murray N. Conradie as its Chairman, Director and Chief Executive
Officer. Mr. Conradie's resignation marks the Company's transition from a
development stage company to that of an exploration and production company,
through the simultaneous appointment of a seasoned, technically oriented oil
and gas management team with experience in growing exploration and production.
Mr. Conradie's resignation letter is attached as Exhibit 99.1
Mr. Conradie has been retained by the Company as a consultant for a one year
period to assist in the management transition and to offer guidance on specific
current or anticipated business opportunities and projects, which agreement can
be terminated by either party after the expiration of the initial 90 days of
the contract term. The Company has agreed to continue Mr. Conradie's current
compensation package, including benefits, on an independent contractor basis
during the full consulting contract period.
Item 5.03 Amendments to Articles of Incorporations or Bylaws; Change in Fiscal
Year
See disclosure set forth in Item 3.03 above.
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 - Murray Conradie
99.2 Prior Bylaws Sections 3.2 and 3.3
99.3 Amended Bylaws, Section 3.2 and 3.3
99.4 Press Release January 23, 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: January 24, 2008
South Texas Oil Company
By: /s/ Scott Zimmerman
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Scott Zimmerman, Chief Executive Officer