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): March 26, 2008 (March 25, 2008)
Concho Resources Inc.
(Exact name of registrant as specified in its charters)
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Delaware
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001-33615
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76-0818600 |
(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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550 West Texas Avenue, Suite 1300 |
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Midland, Texas
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79701 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants Telephone Number, including Area Code: (432) 683-7443
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 25, 2008, the Board of Directors of Concho Resources Inc. (Concho) approved amendments
to Article V, Sections 5.1, 5.2, 5.4 and 5.5 of Conchos Amended and Restated Bylaws, effective
immediately, to clarify that Conchos capital stock may be represented by uncertificated shares, as
well as certificated shares. The changes also allow the Board of Directors to direct the issuance
of uncertificated shares of stock in replacement for previously issued shares of certificated
stock. The changes to Article V of Conchos Amended and Restated Bylaws are intended to permit the
company to comply with new rules enacted by the New York Stock Exchange (NYSE). The new NYSE
rules require all securities listed on the NYSE to be eligible for a direct registration program
operated by a securities depository by March 31, 2008. A direct registration program enables
investors to establish, either through the companys transfer agent or through the investors
broker-dealer, a book-entry position on the books of the issuer and to electronically transfer
their position through the Depositary Trust Company. It also enables investors to have securities
registered in their name without having a physical certificate issued.
The foregoing description of the amendments to the bylaws is qualified in its entirety by reference
to the full text of the Amended and Restated Bylaws of Concho, as amended March 25, 2008, a copy
of which is attached to this report as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
3.1
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Amended and Restated Bylaws of Concho Resources Inc., as amended March 25, 2008 |