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EX-3.1 - EX-3.1 - TOREADOR RESOURCES CORPa10-11604_1ex3d1.htm
EX-99.1 - EX-99.1 - TOREADOR RESOURCES CORPa10-11604_1ex99d1.htm
EX-99.2 - EX-99.2 - TOREADOR RESOURCES CORPa10-11604_1ex99d2.htm

 

 

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):  June 3, 2010

 

Toreador Resources Corporation
(Exact name of registrant as specified in its charter)

 

Delaware

 

0-02517

 

75-0991164

(State or other
jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

c/o Toreador Holding SAS

 

 

9 rue Scribe

 

 

Paris, France

 

75009

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  33 1 47 03 34 24

 

 

(Former name or former address, if changed since last report)

 

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:

 

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 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the 2010 Annual Meeting of Stockholders of Toreador Resources Corporation (the “Company”), the stockholders of the Company approved Amendment No. 4 (the “Plan Amendment”) to the Toreador 2005 Long-Term Incentive Plan (the “Plan”), which increased the authorized number of shares of Company common stock available under the Plan from 1,750,000 shares to 3,250,000 shares.

 

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Upon receipt of stockholder approval at the 2010 Annual Meeting of Stockholders, the Company amended its Restated Certificate of Incorporation to increase the number of authorized shares of its common stock from 30 million to 50 million.  The amendment became effective upon filing of the Company’s Amendment of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 7, 2010.  The foregoing description of the amendment is qualified in its entirety by the full text of the amendment, which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

The 2010 Annual Meeting of Stockholders of the Company was held on June 3, 2010.  Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s proxy statement, were: (1) election of seven members to the Board of Directors of the Company; (2) approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 30 million shares to 50 million shares; and (3) approval of the Plan Amendment.  The stockholders approved each of the proposals.

 

The table below shows the votes cast for, against or withheld, as well as the number of abstention and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.

 

 

 

Votes

 

 

 

(1) Election of Directors

 

For

 

Withheld

 

Broker Non-
Votes

 

 

 

Julien Balkany

 

9,100,003

 

855,879

 

9,306,072

 

 

 

Bernard de Combret

 

8,852,944

 

1,102,938

 

9,306,072

 

 

 

Peter Hill

 

8,833,277

 

1,122,605

 

9,306,072

 

 

 

Adam Kroloff

 

8,935,444

 

1,020,438

 

9,306,072

 

 

 

Craig McKenzie

 

9,275,960

 

679,922

 

9,306,072

 

 

 

Ian Vann

 

8,934,674

 

1,021,208

 

9,306,072

 

 

 

Herbert Williamson

 

9,090,204

 

865,678

 

9,306,072

 

 

 

 

(2) Amendment to

 

Votes

 

Restated Certificate of
Incorporation

 

For

 

Against

 

Abtain

 

Broker Non-
Votes

 

 

 

17,066,053

 

2,073,320

 

122,581

 

 

 

 

(3) Amendment to 2005

 

Votes

 

Long-Term Incentive
Plan

 

For

 

Against

 

Abtain

 

Broker Non-
Votes

 

 

 

6,741,333

 

3,138,771

 

75,778

 

9,306,072

 

 

2



 

Item 7.01.  Regulation FD Disclosure.

 

On June 3, 2010 the Company issued a press release recapping its progress and growth initiatives, and on June 4, 2010, the Company issued a press release announcing the results of the Annual Meeting of Stockholders.  Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.

 

Pursuant to General Instruction B.2 of Form 8-K, the information contained in Item 7.01 of this Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation.

 

 

 

99.1

 

Press Release, dated June 3, 2010.

 

 

 

99.2

 

Press Release, dated June 4, 2010.

 

3



 

SIGNATURES

 

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.

 

 

 

 

TOREADOR RESOURCES CORPORATION

 

 

 

 

 

 

 

 

Date: June 7, 2010

 

By:

/s/ Craig M. McKenzie

 

 

 

Craig M. McKenzie

 

 

 

Chief Executive Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation.

 

 

 

99.1

 

Press Release, dated June 3, 2010.

 

 

 

99.2

 

Press Release, dated June 4, 2010.

 

5