-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CJCWp72mWg4lmyCxRU4VqtxWaQc81xVP9u+4VRTViz7LgGsOKBWYiksODJjC1Jkn b9MRlthBLOaZXmpBSzPLPA== 0001104659-07-086254.txt : 20071130 0001104659-07-086254.hdr.sgml : 20071130 20071130114540 ACCESSION NUMBER: 0001104659-07-086254 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071130 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TXCO Resources Inc CENTRAL INDEX KEY: 0000313395 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840793089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35379 FILM NUMBER: 071276877 BUSINESS ADDRESS: STREET 1: 777 E. SONTERRA BLVD STREET 2: SUITE 350 CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 2104965300 MAIL ADDRESS: STREET 1: 777 E. SONTERRA BLVD STREET 2: SUITE 350 CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORATION CO OF DELAWARE INC DATE OF NAME CHANGE: 20010207 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORATION CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G 1 a07-30393_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

TXCO Resources Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

87311M102 

(CUSIP Number)

November 21, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 



 

 

CUSIP No. 87311M102

 

 

1.

Names of Reporting Persons.
Capital Ventures International

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power **
2,561,533 Shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power **
2,561,533 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,561,533 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

2



 

 

CUSIP No. 87311M102 

 

 

1.

Names of Reporting Persons.
Heights Capital Management, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power **
2,561,533 Shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power **
2,561,533 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,561,533 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

3



 

 

Item 1.

 

(a)

Name of Issuer
TXCO Resources Inc., a Delaware corporation (the “Company”).

 

(b)

Address of Issuer’s Principal Executive Offices
777 E. Sonterra Blvd., Suite 350, San Antonio, TX 78258

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.01 par value per share (the “Shares”).

 

 

(i)            Capital Ventures International

 

(ii)           Heights Capital Management, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:

 

One Capitol Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

 

(c)

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share

 

(e)

CUSIP Number
87311M102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

4



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. According to American Stock Transfer & Trust Company, there were 33,736,043 Shares outstanding as of November 20, 2007.  The Shares reported as beneficially owned by each Reporting Person are issuable upon conversion of the Company’s Series C Perpetual Convertible Preferred Stock (the “Preferred Stock”), which is convertible into TXCO common stock at an initial conversion price of $14.48 per share. $25,500,000 of the Preferred Stock was acquired by Capital Ventures International on November 21, 2007.  Capital Ventures International has the right to purchase up to an additional $11,591,000 of the Preferred Stock by delivering notice to the Company within 120 days (or, at the Company’s option, 180 days) of November 21, 2007.

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except to the extent of any pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits:

 

  Exhibit I: Joint Filing Agreement, dated as of November 29, 2007, by and among Capital Ventures International and Heights Capital Management, Inc.

 

 

5



Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 30, 2007

 

 

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Todd Silverberg

pursuant to a Limited Power of Attorney

 

Name:

Todd Silverberg

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

Title

Secretary

 

 

 

 

 

The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.

 

6



 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of November 30, 2007

 

 

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Todd Silverberg

pursuant to a Limited Power of Attorney

 

Name:

Todd Silverberg

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

Title

Secretary

 

 

 

 

 

7


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