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) April 9, 2008
SOUTH TEXAS OIL COMPANY
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(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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 Amendment of a Material Definitive Agreement
On January 31, 2007 the Company entered into a certain Loan Agreement,
pursuant to which the Company had the right to borrow from The Longview Fund,
L.P., a California limited partnership ("Longview") an aggregate amount not to
exceed $15,000,000, which obligation was represented by a certain Revolving
Credit Note, dated January 31, 2007, issued by the Company in favor of
Longview. Contemporaneous with this transaction, the Company and Longview
entered into a certain Security Agreement, dated as of January 31, 2007,
pursuant to which the Company granted to Longview a security interest in
certain collateral, and issued Warrants to Longview for the purchase of
1,000,000 shares of the Company's common stock at the price of $10.00 per
share.
On September 25, 2007, the Company and Longview entered into a First
Amendment to Loan Agreement and Revolving Credit Note, pursuant to which (i)
the Company and Longview agreed to amend and restate the Revolving Credit Note
to increase the aggregate amount that the Company was entitled to borrow from
Longview, and the principal amount of the Revolving Note, to $30,000,000; (ii)
the Company agreed to, among other things, grant to, and cause each of its
Subsidiaries to grant to, Longview perpetual overriding royalty interests in
the hydrocarbon production of all of the Company's and its Subsidiaries'
current and future interest in their then current Real Property, except for the
Southern Texas Properties; and (iii) the Company agreed to enter into, and to
cause each of its Subsidiaries to enter into, (a) a guaranty for the certain
defined obligations, and (b) a security and pledge agreements and such other
documents and instruments as are necessary to provide Longview with a valid,
perfected, first priority security interest in substantially all of the assets
of the Company and each of its Subsidiaries.
February 4, 2008, Longview and Marquis Master Fund, L.P., British Virgin
Islands limited partnership ("Marquis") entered into a certain Purchase and
Sale Agreement, pursuant to which Marquis acquired from Longview (i) a twenty-
five percent (25%) interest in certain tangible and intangible assets and
credits that have inured or may inure to the benefit of Longview pursuant to
the January 31, 2007 transaction, as amended, described above; (ii) 250,000 of
the Warrants, representing the right to purchase 250,000 shares of the
Company's common stock granted to Longview pursuant to the January 31, 2007
transaction, as amended, described above; and (iii) related rights and
obligations under the Loan Agreement, including, without limitation, twenty-
five percent (25%) of Longview's obligation to make future Advances pursuant to
the Loan Agreement, with the remaining (a) seventy-five percent (75%) interest
in each of the Revolving Note, the Outstanding Note Principal Amount, the
Outstanding Note Interest Amount and Longview's right to receive the Override
Conveyances, (b) 750,000 of the Warrants, representing the right to purchase
750,000 shares of Common Stock, and (c) rights and obligations under the Loan
Agreement, including the obligation to make seventy-five percent (75%) of any
future Advances pursuant to the Loan Agreement, continuing to be held by
Longview;
On April 9, 2008, the Company, Longview and Marquis finalized a new
Amended Agreement, dated April 1, 2008, to, among other things, amend and
restate in its entirety all terms, conditions and provisions of the appropriate
operative documents of the January 31, 2007 transaction, as amended on or about
September 25, 2007, as described above, as set forth in the new Amended
Agreement, and to amend and restate to read in their entirety the operative
documents of the January 31, 2007 transaction, as amended on or about April 1,
2008, including without limitation the Company's agreement to, among other
things, grant to, and cause each of each Subsidiaries, including Southern Texas
Oil Company, to grant to, Longview and Marquis certain mortgages in the oil and
gas producing properties held by Company and its Subsidiaries and the perpetual
overriding royalty interests in the hydrocarbon production of all of the
Company's and the Subsidiaries' current and future interests in their then
current Real Property, including the Southern Texas Properties, as set forth in
the new Amended Agreement, effective as of the Amendment Date contained
therein.
SECTION 8 - OTHER EVENTS
ITEM 8.01 Other Events.
On April 8, 2007 the Company drew down the sum of $2,000,000, pursuant
to the Longview - Marquis Amended Loan Agreement and Revolving Credit Note.
After the payment of accrued interest on the Revolving Credit Note outstanding
principal balance, the Company received the net amount of $1,369,665.83 of this
drawdown. The current remaining available credit under the Amended Loan
Agreement and Revolving Credit Note amounts to $4,000,000.
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
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: April 11, 2008
South Texas Oil Company
By: /s/ J. Scott Zimmerman
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J. Scott Zimmerman, Chief Executive Officer