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

Date of Report (Date of earliest event reported):                               November 18, 2008

      NEW CONCEPT ENERGY, INC.

      (Exact Name of Registrant as Specified in its Charter)

      Nevada

      000-08187

      75-2399477

(State or other
jurisdiction of incorporation)

(Commission
File No.)

(I.R.S. Employer
Identification No.)

     

 

 

1755 Wittington Place, Suite 340
Dallas, Texas

75234

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code           972-407-8400
                                        

      CABELTEL INTERNATIONAL CORPORATION

      (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:
 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  
 

          (b)      On November 18, 2008, Gene S. Bertcher, President and Chief Financial Officer of New Concept Energy, Inc. (the “Company” or the “Issuer” or “GBR”) ceased to be the President of the Company when Douglas R. Wight was elected by the Board of Directors of the Company as President of the Company. See subpart (c) below.

(c)     Effective November18, 2008, the Board of Directors of the Company appointed Gene S. Bertcher, age 59, Chairman of the Board, Principal Executive Officer and Chief Financial Officer of the Company. Previously, from November 1, 2004, he was President and Chief Financial Officer of the Company; from January 3, 2003 until November 1, 2004 he was also Chief Executive Officer. Mr. Bertcher was Executive Vice President, Chief Financial Officer and Treasurer of the Company from November 1989 until November 1, 2004. Mr. Bertcher is also (since February 25, 2008) Executive Vice President and Chief Accounting Officer (since May 20, 2008) of American Realty Investors, Inc. (“ARL”), Transcontinental Realty Investors, Inc. (“TCI”) and Income Opportunity Realty Investors, Inc. (“IOT”). He has been a Certified Public Accountant since 1973. Mr. Bertcher has been a Director since June 1999 (and was from November 1989 to September 1996) of the Company.
 
       Also on November 18, 2008, the Board of Directors of the Company appointed Douglas R. Wight, age 53, as President of the Company. From September 2008 until November 18, 2008, Mr. Wight was Chief Executive Officer of Aloe Resources Group, LLC, a McKinney, Texas based company engaged in the exploration and development of unconventional natural gas reserves using leading edge direct drilling technology; from June 2006 until September 2008, he was President and Chief Executive Officer of Petron Resources, LP, a Frisco, Texas based limited partnership engaged in the exploration and development of unconventional gas reservoirs; for more than five years prior thereto, Mr. Wight was Vice President Corporate Development of CDX Gas, LLC, a Dallas, Texas based company engaged in exploration of coalbed methane and shell gas projects throughout North America. Mr. Wight holds a bachelor of science in geology degree from the University of Oklahoma (1979).
 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 

(a)     Effective November 18, 2008, the Board of Directors of the Company adopted an amendment to the Bylaws of the Company amending Sections 5.1, 5.6 and 5.7 to clarify matters involving duties and assignments to the Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Principal Executive Officer, President, Chief Financial Officer and Principal Financial Officer the effect of which is to allow the Board of Directors to designate which officer among all of the executive officers shall be the Chief Executive Officer or Principal Executive Officer as well as other positions and to provide for the flexibility of which officer is to be in charge and control of certain operational areas of the Company.

Item 9.01. Financial Statements and Exhibits  

     (d)     Exhibits.

     The following exhibit is furnished with this Report:
 

Exhibit Designation

      Description of Exhibit

     3.13*

Text of amendments to Sections 5.1, 5.6 and 5.7 of the Bylaws of New Concept Energy, Inc.

_____________________
*Furnished herewith.

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized.

 

Dated: November 20, 2008   NEW CONCEPT ENERGY, INC.  
 
  By: /s/ Gene S. Bertcher  
  Gene S. Bertcher, Chairman, Principal  
  Executive Officer and Chief Financial  
  Officer  


 

 

 

 

 


 

     

EXHIBIT 3.13

     WHEREAS, Article VIII, Section 8.1 of the Bylaws of New Concept Energy, Inc. permit and authorize the Board of Directors to amend or repeal the Bylaws or adopt new Bylaws;
 
     WHEREAS, this Board of Directors has determined after review that certain provisions of the Bylaws obtained in Article V should be clarified with respect to the delineation of the authority of certain officers of the Corporation;
 
     NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of New Concept Energy, Inc. be, and the same hereby are, amended as follows:
 

     (a)     Section 5.1 is hereby deleted in its entirety and replaced with the following:

“Section 5.1.      The executive officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may from time to time choose other officers or agents of the Corporation, including in its discretion, a Chairman of the Board, one or more Vice Chairmen of the Board, a Principal Executive Officer or Chief Executive Officer, or Principal Operating Officer or Chief Operating Officer or Principal Financial Officer or Chief Financial Official and/or one or more Assistant Secretaries or Assistant Treasurers. The Directors shall determine whether the Chairman of the Board, the Vice Chairman of the Board or the President shall be the Chief Executive Officer or the Principal Executive officer. The Directors shall also determine and may designate a Chief Operating Officer or Principal Operating Officer and/or a Chief Financial Officer or Principal Financial Officer. Two or more offices, except those of (i) President and Vice President, (ii) Secretary and Assistant Secretary and (iii) Treasurer and Assistant Treasurer may be held by the same person, but no officer shall execute, acknowledge or verify an instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. No officer or agent of the Corporation need be a stockholder, a director or a resident of the State of Nevada.”

     (b)     Section 5.6 of the Bylaws is hereby deleted and replaced by the following language:

“Section 5.6.      The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors of the Corporation. In the Chairman’s absence, such duties shall be attended to by the Vice Chairman in order of designation or Presiding Director if one has been chosen. The Chairman may be the Chief Executive Officer or Principal Executive Officer of the Corporation if so designated. The Chairman of the Board, if any, and Vice Chairman of the Board, if any, and the President and the Chief Executive Officer and/or Principal Executive Officer shall each have and perform such duties as from time to time may be assigned to each by the Board of Directors.”

     (c)     Section 5.7 of the Bylaws is hereby deleted in its entirety and replaced by the following language:

“Section 5.7.      The Chairman of the Board shall, unless otherwise provided by the Directors, preside at all meetings of the Board of Directors and of the stockholders. The Chief or Principal Executive Officer shall exercise the powers and perform the duties usual to a Chief or Principal Executive Officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs, finances and the business of the Corporation; he shall appoint and discharge employees and agents of the Corporation; and he shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief or Principal Executive Officer shall have the general power to execute bonds, deeds, contracts, conveyances and other instruments in the name of the Corporation and to affix the Corporate Seal, to appoint all employees and agents of the Corporation whose appointment is not otherwise provided for and to fix their compensation subject to the provisions of these Bylaws and subject to the approval of the Board of Directors, to remove or suspend any employee or agent who shall not have been appointed by the Board of Directors and to suspend for cause, pending final action by the Board of Directors, any employee or agent who shall have been appointed by the Board of Directors and he shall exercise and perform such other powers and duties as are specified in these Bylaws and as may from time to time be prescribed by the Board of Directors. In the case where the President is not the Chief or Principal Executive Officer, the President, subject to the control of the Chief or Principal Executive Officer and the Board of Directors shall have and perform such duties as from time to time may be assigned to him by the Board of Directors or the Chief or Principal Executive Officer or the Chairman of the Board and may have general and active management of the business of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect.”