UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 7, 2011

GAINSCO, INC.

(Exact Name of Registrant as Specified in Charter)


Texas	001-09828	75-1617013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Lee Parkway, Suite 1200, Dallas, Texas		75219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 629-4400

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))

Section 1—Registrant’s Business and Operations

Item 1.01.

Entry into a Material Definitive Agreement.

On January 7, 2011, the Board of Directors of GAINSCO, INC. (“the “Company”) authorized the Company to enter into a Sponsorship Agreement with Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing (“Stallings Racing”), to continue the Company’s role as the primary sponsor of a Daytona Prototype Series racing team through December 31, 2011. The Sponsorship Agreement provides that, in consideration of the payment by the Company of a sponsorship fee of $1,000,000, the Company will receive various benefits customary for sponsors of Daytona Prototype Series racing teams, including rights relating to signage on team equipment and access for customers and agents to race facilities at which the racing team participates. The fee is payable in an initial installment of $325,000 due on February 1, 2011 and nine equal monthly installments of $75,000 beginning March 1, 2011.

The Company uses this sponsorship to build brand awareness and advance the Company’s distribution strategies. The new Sponsorship Agreement is effective January 1, 2011 and replaces a similar agreement that was effective through December 31, 2010.

Stallings Racing is owned and controlled by Robert W. Stallings, the Executive Chairman of the Company. Mr. Stallings did not participate in the Board’s decision regarding the Sponsorship Agreement.

In authorizing the agreement, the Board of Directors considered Mr. Stallings’ role and concluded that, under the circumstances, the Sponsorship Agreement is fair to, and in the best interests of, the Company. The Sponsorship Agreement contains provisions protecting the Company’s interests, including a termination provision that permits the Company unilaterally to terminate the agreement at any time and thereby cease making installment payments of the sponsorship fee.

A copy of the form of Sponsorship Agreement approved by the Board is attached hereto as Exhibit 10.39. The foregoing description of such document is only a summary and is qualified in the entirety by the full text of the agreement, which is incorporated by reference herein.

Section 3—Securities and Trading Markets

Item 3.01.

Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 7, 2011, the Board of Directors of the Company authorized the Company to withdraw its common stock, $0.10 par value per share, from listing and registration on the NYSE Amex (the “Exchange”) and to suspend the Company’s duty to file reports with the Securities and Exchange Commission. The Company also issued a press release on January 7, 2011 announcing this action and explaining the reasons for its decision. A copy of the press release is attached hereto as Exhibit 99.1.

The Company is not in noncompliance with any rule or standard for continued listing on the Exchange, and the decision to withdraw its common stock from listing and registration was voluntary.

Section 9—Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.


Exhibit Number		Description of Exhibit

10.39		Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

99.1		Press release issued by GAINSCO, INC. on January 7, 2011. (1)

(1)	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAINSCO, INC.

/S/ GLENN W. ANDERSON

Glenn W. Anderson, President and

Chief Executive Officer

DATED: January 7, 2011

EXHIBIT INDEX


Exhibit No.		Exhibit

10.39		Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

99.1		Press release issued by GAINSCO, INC. on January 7, 2011. (1)

(1)	Filed herewith

GAINSCO INC 8-K