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)
May
18, 2009
TXCO
Resources Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-9120
|
84-0793089
|
|
(State
or other jurisdiction
|
(Commission
File
|
(IRS
Employer
|
|
of
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
3.01
Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
.
On May
18, 2009, TXCO Resources Inc. (the "Company") received notice of a determination
of the staff of the Nasdaq Listing Qualifications Department, in accordance with
Nasdaq Marketplace Rules 5100, 5110(b), and IM-5100-1, to:
• delist
the Company's common stock (trading symbol: TXCO)
• suspend
trading in the Company's common stock at the opening of business on May 28,
2009, and
• file
a Form 25-NSE with the Securities and Exchange Commission removing the Company's
common stock from listing and registration on The Nasdaq Stock
Market.
The
NASDAQ staff provided the following reasons for the delisting: the bankruptcy
filing announced by the Company and the associated public interest concerns
raised by it; concerns regarding the residual equity interest of the existing
listed securities holders; and concerns about the Company’s ability to sustain
compliance with all requirements for continued listing on The Nasdaq Stock
Market.
The
Company does not intend to request a hearing with the Nasdaq Listing
Qualifications Panel to appeal the proposed delisting.
A copy of
the Company’s press release announcing the receipt of the delisting notification
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
8.01
Other Events
.
As
previously disclosed, on May 17, 2009, the Company and its subsidiaries
(collectively, the "Debtors") filed voluntary petitions for relief
(collectively, the "Bankruptcy Filing") under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Western District
of Texas (the "Bankruptcy Court"). For further information see the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 18, 2009, and/or the Company’s Form 10-Q filed on that date.
On
May 21, 2009, the Bankruptcy Court entered the
Interim Order on Motion for Order
Under 11 U.S.C. §§ 105, 362 and 541 Establishing Notification and Hearing
Procedures for Trading in Equity Securities
(the “Interim Trading Order”)
granting the Debtors’ motion to require beneficial owners of substantial amounts
of the company’s common stock to provide notice of their holdings, to provide
notice of potential sales or purchases, and to restrict, in specified
circumstances, certain potential transactions by a Substantial Shareholder (as
defined below) (the “Common Stock Notice and Transfer
Requirements”). The objection deadline to the Interim Trading Order
is June 8, 2009. In the event a timely objection is filed, the
Bankruptcy Court will schedule a hearing to consider such
Objection. If no timely Objection is filed, the Interim Trading Order
will become final.
Under the
Common Stock Notice and Transfer Requirements, each “Substantial Shareholder”
must provide the Debtors, the Debtors’ counsel and the Bankruptcy Court advance
notice (a “Transfer Notice”) of its intent to buy or sell common stock
(including options to acquire the company’s common stock, as further specified
in the Interim Trading Order) prior to effectuating any such purchase or
sale. A “Substantial Shareholder” under the Interim Trading Order is
a person or entity that beneficially owns or, as a result of a purchase or sale
transaction, would beneficially own, at least 1,730,000 shares (including
options to acquire shares, as further specified in the Interim Trading Order) of
the Company’s common stock, representing approximately 4.50% of all issued and
outstanding shares of the Company’s common stock as of May 17,
2009. A person or entity that is or becomes a Substantial Shareholder
must file with the Bankruptcy Court, and provide the Debtors and their counsel
with, notification of such status on or before the later of (a) 25 days after
the date of entry of the Interim Trading Order, or June 15, 2009, or (b) 10 days
after becoming a Substantial Shareholder.
The
Debtors requested the Common Stock Notice and Transfer Requirements to help
identify and, where necessary, restrict potential trades of the Company’s common
stock that could negatively impact the Debtors’ ability to preserve maximum
availability of their net operating losses under Section 382 of the Internal
Revenue code of 1986, as amended. Pursuant to the Interim Trading
Order, the Debtors have 20 calendar days after receipt of a Transfer Notice to
file any objections to the transfer with the Bankruptcy Court and serve notice
on the Substantial Shareholder providing the notice. If the Debtors
file any such objections, the transfer would not become effective unless
approved by a final and non-appealable order of the Bankruptcy
Court.
The
foregoing description of the Interim Trading Order does not purport to be
complete and is qualified in its entirety by reference to the Interim Trading
Order, a copy of which is attached as Exhibit 99.2 to this report and is
incorporated herein by reference.
The
Interim Trading Order requires that the Debtors file a copy of the Interim
Trading Order as an exhibit to a report on Form 8-K with the Securities and
Exchange Commission. A copy of the Order is being filed as Exhibit
99.2 to this report and is incorporated by reference to this Item
8.01.
Most of
the Debtors' filings with the Bankruptcy Court, including the Interim Trading
Order, are available to the public at the offices of the Clerk of the Bankruptcy
Court or the Bankruptcy Court's web site (http://www.txwb.uscourts.gov/) or may
be obtained through private document retrieval services, or on the web site
established by the Debtors' claims and noticing
agent (http://cases.administarllc.com/txco).
The
Company also today announced that the U.S. Bankruptcy Court for the Western
District of Texas has granted the Company interim authorization to borrow up to
$12.5 million under its proposed $32 million debtor-in-possession (DIP) credit
facility. The DIP facility authorization will provide immediate liquidity to the
Company to help fund operations during the reorganization, subject to customary
conditions.
Item
9.01 Financial
Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
|
|
|
|
Press
release dated May 21, 2009, entitled "TXCO Resources Receives Interim
Court Authorization to Draw on Interim DIP Credit Facility; Receives
Delisting Notice From Nasdaq"
|
|
|
|
|
|
Interim
Order on Motion for Order Under 11 U.S.C. §§ 105, 362 and 541
Establishing Notification and Hearing Procedures for Trading in Equity
Securities
|
SIGNATURE
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.
|
|
|
|
|
Dated:
May 22, 2009
|
/s/ James E.
Sigmon
|
|
|
James
E. Sigmon
|
|
|
Chairman
and Chief Executive Officer
|
|
|
|
EXHIBIT
INDEX
|
Exhibit Number
|
Description
|
|
|
|
|
|
Press
release dated May 21, 2009, entitled "
TXCO
Resources Receives Interim Court Authorization to Draw on Interim DIP
Credit Facility; Receives Delisting Notice From Nasdaq"
|
|
|
|
|
|
Interim
Order on Motion for Order Under 11 U.S.C. §§ 105, 362 and 541
Establishing Notification and Hearing Procedures for Trading in Equity
Securities
|
Txco Resources (MM) (NASDAQ:TXCO)
Historical Stock Chart
From Apr 2024 to May 2024
Txco Resources (MM) (NASDAQ:TXCO)
Historical Stock Chart
From May 2023 to May 2024
