bom8k022508.htm
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): February
22, 2008
DORCHESTER MINERALS,
L.P.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-50175
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81-0551518
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(State
or other jurisdiction of
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Commission
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(I.R.S.
Employer
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incorporation
or organization
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File
Number
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Identification
No.)
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3838 Oak Lawn, Suite 300, Dallas, Texas 75219
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (214)
559-0300
N/A
(Former
name, former address and former fiscal year, 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))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory
Arrangements of Certain Officers
Mr.
Rawles Fulgham, an Independent Manager of the Registrant’s Advisory Committee
died February 22, 2008. On February 25, 2008, Mr. Ronald P. Trout was
appointed by the Board of Managers to fulfill Mr. Fulgham’s term as an
Independent Manager and member of its Advisory Committee. Mr. Trout
has consented to be nominated by the Board of Managers for election by
Unitholders at Registrant’s Annual Meeting to be held in May,
2008. Mr. Trout previously served as an Advisor and Audit Committee
member of Dorchester Hugoton, Ltd., one of our predecessors, from 2001 through
2003. Mr. Trout owns less than 5% of Registrant’s common units and
meets the qualifications for “independent” as set forth by the NASDAQ and
Security and Exchange Commission rules for audit committee
members. Mr. Trout and the Registrant will enter into the
Registrant’s standard indemnity agreement. Additionally, he will
receive the same annual and special meeting retainer fees as other Advisory
Committee members. Other than the foregoing, he has no material plan,
contract or arrangement with the Registrant or any of its officers, employees or
members of its Board of Managers.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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99.1
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Press
Release dated February 25, 2008 announcing the Registrant's departure and
replacement in its Board of Managers. The press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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99.2
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Form
of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to
Dorchester Minerals’ Report on Form 10-Q for the quarter ended June 30,
2004).
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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, thereunto
duly authorized.
DORCHESTER MINERALS,
L.P.
Registrant
by Dorchester
Minerals Management LP
its
General Partner,
by Dorchester
Minerals Management GP LLC
its
General Partner
Date:
February 25, 2008
By: /s/ William Casey
McManemin
William
Casey McManemin
Chief
Executive Officer