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 14, 2005 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16317 95-4079863 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3700 BUFFALO SPEEDWAY, SUITE 960 HOUSTON, TEXAS 77098 (Address of principal executive offices) (713) 960-1901 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 8.01. OTHER EVENTS On July 14, 2005, Contango Oil & Gas Company (AMEX: MCF) announced today that it has given notice to the holders of its Series C preferred stock that the Company has elected to convert all of the outstanding shares of Series C preferred stock to shares of common stock. Pursuant to the terms of the Series C preferred stock, the Company has set July 19, 2005 as the mandatory conversion date. The outstanding shares of the Series C preferred stock have a face value of $7 million, currently pay a 6.0% annual dividend and are convertible into 1,166,662 shares of Contango common stock. The shares of common stock issued upon conversion of the Series C preferred stock are registered for resale with the Securities and Exchange Commission. Contango also announced today that Lesia Bautina has been promoted to Senior Vice President. Ms. Bautina will continue to report to Kenneth R. Peak, Chairman and CEO. Ms. Bautina joined Contango Oil & Gas Company in 2001 as Controller and was appointed Vice President and Controller in August 2002. Ms. Bautina is a Certified Public Accountant and member of the Petroleum Accounting Society of Houston. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following is a list of exhibits filed as part of this Form 8-K. Where so indicated by footnote, exhibits, which were previously filed, are incorporated by reference. Exhibit No. Description of Document ----------- ------------------------------------------------------------- 99.1 Press release dated July 14, 2005. -2- 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. CONTANGO OIL & GAS COMPANY Date: July 14, 2005 By: /s/ KENNETH R. PEAK ------------------------------------ Kenneth R. Peak Chairman and Chief Executive Officer -3-