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):  July 20, 2012 (July 19, 2012)

VENOCO, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (303) 626-8300

N/A

(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 (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 DEFINITIVE AGREEMENT

On July 19, 2012, Venoco, Inc. (the “Company”) entered into an Agreement Regarding Further Extension of Financing Date (the “Extension Agreement”) with Denver Parent Corporation (“Parent”) and Denver Merger Sub Corporation (“Merger Sub”).  Parent and Merger Sub are affiliates of Timothy Marquez, the Company’s Chairman and CEO.  The Extension Agreement relates to the Agreement and Plan of Merger, dated as of January 16, 2012, by and among the Company, Mr. Marquez, Parent and Merger Sub (the “Merger Agreement”), and extends the “Financing Date,” as that term is defined in the Merger Agreement, to August 31, 2012.  The Extension Agreement also amends the Merger Agreement to provide that the “End Date,” as that term is defined in the Merger Agreement shall be changed from October 16, 2012 to September 14, 2012.

The foregoing description of the Extension Agreement does not purport to describe all of the terms of that agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

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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.

Date:  July 20, 2012

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EXHIBIT INDEX

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