SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Note: Pursuant to Rule 12b-25, Part I, Items 1 and 2 are omitted in
this Form 10-Q
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from N/A to
Commission File Number 2-70145
SOUTH TEXAS DRILLING & EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2088619
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9310 Broadway, Bldg. 1, San Antonio, Texas 78217
(Address of principal executive offices) (Zip Code)
210-828-7689
(Registrant's telephone number, including area code)
__________________________________________________________________________
(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
N/A
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Outstanding at August 7, 2000
Common Stock, $.10 per value 10,952,845
SOUTH TEXAS DRILLING & EXPLORATION, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 30, 2000, the annual meeting of the shareholders of the
Company was held. At that meeting, Michael E. Little, William D. Hibbetts,
Richard Phillips, Wm. Stacy Locke and William H. White were elected to
board of directors of the Company. The Company has no other directors
except for those mentioned above. The following matters were submitted to
the shareholders of the Company for their approval:
1. Election of Directors:
Michael E. Little. 10,020,166 votes were cast for and 30,425
votes were withheld, 3,400 votes were abstentions and
-0- votes were broker non-votes.
William D. Hibbetts. 10,020,166 votes were cast for and 30,425
votes were withheld, 3,400 votes were abstentions and
-0- votes were broker non-votes.
Richard Phillips. 10,020,166 votes were cast for and 30,425
votes were withheld, 3,400 votes were abstentions and
-0- votes were broker non-votes.
Wm. Stacy Locke. 10,020,166 votes were cast for and 30,425
votes were withheld, 3,400 votes were abstentions and
-0- votes were broker non-votes.
William H. White. 10,020,166 votes were cast for and 30,425
votes were withheld, 3,400 votes were abstentions and
-0- votes were broker non-votes.
2. Increase to the number of authorized shares.
The shareholders voted to increase the number of authorized
shares of its $0.10 par value common stock from 15 million to 30 million.
10,001,805 votes were cast for the matter and 43,310 were cast against the
matter. 5,475 votes were withheld, -0- votes were abstentions and -0-
votes were broker non-votes.
3. Adoption of the 1999 Stock Plan.
The shareholders voted to approve the adoption of the 1999
Stock Plan by the board of directors on December 13, 1999. 7,829,845 votes
were cast for the matter and 72,425 were cast against the matter. 5,475
votes were withheld, -0- votes were abstentions and -0- votes were broker
non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
No. Document
3.1 Articles of Amendment to Articles of Incorporation of
South Texas Drilling & Exploration, Inc.
The following Exhibits filed with the Company's report on Form 8-K
described in (b) below are hereby incorporated by reference:
No. Document
10.1 Stock Purchase Agreement by and among South Texas
Drilling & Exploration, Inc., and the shareholders
of Pioneer Drilling Co., Inc. dated July 21, 2000.
10.2 Loan Agreement between South Texas Drilling &
Exploration, Inc. and The Frost National Bank.
10.3 Promissory Note between South Texas Drilling &
Exploration, Inc. and The Frost National Bank
10.4 Loan Agreement between South Texas Drilling &
Exploration, Inc. and American Bank, N.A.
10.5 Promissory Note between South Texas Drilling &
Exploration, Inc. and American Bank, N.A.
(b) Reports on Form 8-K.
On September 1, 2000, the Company filed a Current Report on
Form 8-K reporting the acquisition by the Company of all of the issued and
outstanding stock of Pioneer Drilling Company, a Texas corporation. On
October 31, 2000, the Company filed a Form 8-K/A amending the 8-K filed on
September 1, 2000, by adding the Financial Statements required by Item 7 of
Form 10-K within the 60 day period allowed by Item 7.
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 authority thereunto duly authorized.
SOUTH TEXAS DRILLING &
EXPLORATION, INC.
By: /s/ Michael E. Little
Michael E. Little
Chairman of the Board
Dated: November 14, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Michael E. Little Chairman, Director and November 14, 2000
Michael E. Little Chief Executive Officer
/s/ Wm. Stacy Locke President and Chief November 14, 2000
Wm. Stacy Locke Financial Officer and
Director
/s/ Chris F. Parma Vice President and Chief November 14, 2000
Chris F. Parma Accounting Officer
EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
SOUTH TEXAS DRILLING & EXPLORATION, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:
ARTICLE I
The name of the corporation is SOUTH TEXAS DRILLING & EXPLORATION, INC.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted
by the shareholders of the corporation on August 30, 2000. The
amendment revises Article Four of the original Articles of Incorporation
to increase the number of authorized shares of the Corporation's Common
Stock from 15,000,000 to 30,000,000. Section 1 of Article Four
of the Corporation's Articles of Incorporation is amended to read as
follows:
"ARTICLE FOUR
Section 1. Authorized Shares. The aggregate number of shares which
the Corporation has authority to issue is 31,000,000 shares divided
into: (A) one class of 30,000,000 shares of Common Stock with a par value
of $0.10 per share, and (B) one class of 1,000,000 shares of Preferred
Stock with a par value of $1.00 per share, which may be divided and
issued in series as set forth in this Article Four."
The balance of the provisions of Article Four as currently on file
with the Texas Secretary of State's office remains unchanged.
ARTICLE III
The number of shares of the corporation outstanding at the time of
such adoption was 10,952,845 shares of Common Stock, 400,000 shares of
Series A Stock and 184,615 shares of Series B Stock, each class of
stock having one vote per share, and the aggregate number of shares
entitled to vote thereon was 12,675,920.
ARTICLE IV
The above amendment to the Articles of Incorporation was ratified and
approved by in excess of sixty-six and two-thirds (66 2/3%) percent of the
outstanding shares of the Corporation entitled to vote at a meeting duly
called and held on August 30, 2000, at which a quorum of shareholders was
represented in person or by proxy and acted throughout.
DATED: September 8, 2000 SOUTH TEXAS DRILLING & EXPLORATION, INC.
By: /s/ Wm. Stacy Locke
Wm. Stacy Locke, President
