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): October 6, 2017
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 001-32743
| Texas | 74-1492779 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
| 12377 Merit Drive Suite 1700 Dallas, Texas |
75251 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 368-2084
(Registrant’s telephone number, including area code)
Not Applicable
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2017, Stephen J. Toy delivered a letter to EXCO Resources, Inc. (the “Company”) stating that he resigned from his position as a member of the Company’s Board of Directors (the “Board”), effective as of October 6, 2017. At the time of his resignation, Mr. Toy was a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. The resignation of Mr. Toy was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Mr. Toy’s resignation, the Company will continue to have the required number of independent directors on its Board committees, as well as a majority of independent directors, each as required by New York Stock Exchange listing standards.
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On October 6, 2017, the Company issued a press release announcing the resignation of Mr. Toy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated October 6, 2017, issued by EXCO Resources, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXCO RESOURCES, INC. | ||||||||
| Date: October 6, 2017 | By: | /s/ Heather L. Lamparter | ||||||
| Name: | Heather L. Lamparter | |||||||
| Title: | Vice President, General Counsel and Secretary | |||||||
Exhibit 99.1
EXCO Resources, Inc. Announces
Change to Board of Directors
DALLAS—(BUSINESS WIRE)—EXCO Resources, Inc. (NYSE:XCO.BC) (“EXCO” or the “Company”) today announced the resignation of Stephen J. Toy from the Company’s Board of Directors (the “Board”), effective as of October 6, 2017. Mr. Toy originally joined the Board in March 2017.
At the time of his resignation, Mr. Toy was a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. The resignation of Mr. Toy was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Mr. Toy’s resignation, the Company will continue to have the required number of independent directors on its Board committees, as well as a majority of independent directors, each as required by New York Stock Exchange listing standards.
About EXCO
EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO’s headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251.
Forward-Looking Statements
This release may contain forward-looking statements relating to future financial results, business expectations and strategic and financial alternatives and other business transactions. Actual results may differ materially from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: EXCO’s liquidity, sources of capital resources and ability to implement or execute on any strategic or financial initiatives, adjust its capital structure, or increase its liquidity; the continued volatility of, or depressed prices in, the oil and gas markets; the continued listing of EXCO’s common shares on the NYSE; the estimates of reserves; availability and costs of services and materials; commodity price changes; regulatory changes; and general economic conditions. These and other factors are included in EXCO’s reports on file with the SEC. Except as required by applicable law, EXCO undertakes no obligation to publicly update or revise any forward-looking statements.
Contacts
EXCO Resources, Inc.
Tyler S. Farquharson, 214-368-2084
Vice President, Chief Financial Officer and Treasurer
www.excoresources.com
Source: EXCO Resources, Inc.