8-K 1 txco8k.htm TXCO FORM 8-K FOR ISSUANCE OF EQUITY SECURITIES 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)

 

October 4, 2005

 
 
 

 
     
     

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 3.02:  Unregistered Sales of Equity Securities

 

     On October 4, 2005, the Registrant ("TXCO") entered into a participation agreement with Peacock Oil & Gas Properties, Ltd. ("Peacock") and Elton Smith ("Smith") under which TXCO acquired all of the oil and gas leasehold working interest in all depths and formations underlying approximately 135,000 gross acres (approximately 128,000 net acres) located in Presidio and Brewster Counties, Texas. This transaction was closed on October 21, 2005. TXCO paid for this new acreage with cash and issuance to Peacock and Smith of 450,000 shares of unregistered common stock of TXCO. TXCO issued the 450,000 shares to Peacock and Smith in reliance upon the exemptions from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 (the "Act") and Regulation D under the Act. TXCO believes these exemptions to be available due to the private nature of the transaction and the accredited investor status of Peacock and Smith.

 

Item 9.01:  Financial Statements and Exhibits

 
 

Exhibit Number


Description

     
 

99.1

Participation Agreement between the Registrant and Peacock Oil & Gas Properties, Ltd. *

     
 

99.2

First Amendment to Participation Agreement between the Registrant and Peacock Oil & Gas Properties, Ltd.

     

  *  Registrant is concurrently requesting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 for a portion of the referenced exhibit and is filing a redacted version with this report.

 

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: November 30, 2005

 

THE EXPLORATION COMPANY OF DELAWARE, INC.

 
 
 

/s/ P. Mark Stark

 

P. Mark Stark

 

Chief Financial Officer

 

(Principal Accounting and Financial Officer)