8-K 1 txco8k.htm TXCO FORM 8-K FOR OFFICER APPOINTMENT & PRESS RELEASE TXCO Form 8-K
 

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)

 

February 9, 2006

 
 
 

 
     
     

THE EXPLORATION COMPANY OF DELAWARE, INC.

(Exact name of registrant as specified in its charter)

 
 

Delaware

0-9120

84-0793089

(State of

(Commission File

(IRS Employer

incorporation)

Number)

Identification No.)

 
 
 
 

500 North Loop 1604 East, Suite 250

 

San Antonio, Texas

78232

(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 1.01:  Entry Into a Material Agreement

 

     The disclosure in Item 5.02 is hereby incorporated by reference into Item 1.01.

 

Item 5.02:  Departures of Directors or Principal Officers; Election of Directors; Appointment of
                  Principal Officers

 

     Effective March 1, 2006, M. Frank Russell has been named Vice President and General Counsel for the Company. He will report to President and Chief Executive Officer, James E. Sigmon. Mr. Russell has been the lead outside counsel for the Company for 22 years. He joins the Registrant from Barton, Schneider, Russell & East L.L.P., where he was Managing Partner.

 

     The Company and Mr. Russell have entered into an oral agreement with respect to Mr. Russell's compensation and benefits, pursuant to which Mr. Russell will be entitled to:

 

l      

Annual salary

$150,000

l      

Cash bonus

at the discretion of the Board

l      

Restricted stock

30,000 shares, vesting over 3 years

l      

Change of Control agreement

two times annual salary upon a qualifying event *

l      

Insurance, 401K & other benefits

as available to all employees

   

     A copy of the Company's press release announcing Mr. Russell's appointment as our General Counsel is attached as Exhibit 99.2 to this Form 8-K.

 

*     A sample copy of the Change of Control agreement was filed as Exhibit 10 with the Company's Form 8-K on December 17, 2004.

 

Item 7.01:  Regulation FD

 

The Registrant issued a press release on February 9, 2006 announcing the upcoming webcast of its presentation at EnerCom's Oilservice Conference IV in San Francisco. The text of this release has been included as Exhibit 99.1 to this Form 8-K.

 

Item 9.01:  Financial Statements and Exhibits

     
 

Exhibit Number


Description

     
 

99.1

Press release dated February 9, 2006, entitled "The Exploration Company to Present and Webcast At EnerCom's Oilservice Conference IV"

     
 

99.2

Press release dated February 10, 2006, entitled "The Exploration Company Announces New General Counsel"

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: February 10, 2006

 

THE EXPLORATION COMPANY OF DELAWARE, INC.

 
 
 

/s/ P. Mark Stark

 

P. Mark Stark

 

Chief Financial Officer

 

(Principal Accounting and Financial Officer)