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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported) August 10, 2011 (August 9, 2011)~~

Date of Report (Date of earliest event reported) February 13, 2012

Toreador Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-34216

75-0991164

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Toreador Holding SAS

5 rue Scribe

Paris, France

75009

(Address of principal executive offices)

(Zip Code)

+33 1 47 03 34 24

(Registrant’s telephone number, including area code)

None

(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:

x ¨ 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 1 8.01. ~~Entry~~Other ~~into~~Events. ~~a Material Definitive Agreement~~

OnSupplemental ~~August 9,~~Tax ~~2011,~~Disclosure ~~Toreador~~Regarding ~~Resources Corporation (“Toreador”) entered into an Agreement and Plan of Merger and Contribution (~~the “Merger Agreement”) by and among Toreador, ZaZa Energy, LLC (“ZaZa LLC”), ZaZa Energy Corporation, a newly-formed entity (“ZaZa Corp”), and Thor Merger Sub Corporation, a subsidiary of ZaZa Corp, (“Merger Sub”)U. ~~The~~S. ~~Merger~~Federal ~~Agreement~~Income ~~provides~~Tax ~~for~~Consequences ~~(i) the merger~~ of ~~Merger Sub with and into Toreador (~~the “Merger~~”),~~ ~~with Toreador continuing as the surviving entity, and (ii) the contribution by the holders of limited liability company interests in ZaZa LLC of 100% of such interests~~ to ~~ZaZa~~Holders ~~Corp (the “Contribution”) and (iii) the contribution by the holders~~ of profits interests in ZaZa LLC of 100% of such interests to ZaZa Corp (the “Profits Interests Contribution,” and together with the Contribution and the Merger, the “Transactions”). Upon the consummation of the Transactions, Toreador ~~and~~Common ~~ZaZa LLC will be wholly-owned subsidiaries of ZaZa Corp~~Stock.

AtBackground. ~~the~~As ~~effective~~discussed ~~time~~in of the ~~Merger~~proxy statement/prospectus, ~~each~~dated ~~share~~January 17, ~~of common stock~~2012, ~~par~~relating ~~value~~to ~~$0.15625~~the ~~per~~proposed ~~share,~~merger ofbetween Toreador ~~issued~~Resources Corporation and ~~outstanding~~ZaZa ~~immediately~~Energy ~~prior~~LLC to ~~the~~create ~~effective~~ZaZa ~~time~~Energy Corporation (“New ZaZa”) the obligation of Toreador to complete the ~~Transactions~~merger ~~will~~is beconditioned ~~converted~~upon ~~into~~either (i) a private letter ruling from the ~~right~~Internal Revenue Service being obtained to ~~receive~~the ~~one~~effect ~~share~~that the receipt of New ZaZa common stock, in ~~par~~exchange ~~value~~for ~~$0.01~~Toreador ~~per~~common ~~share,~~stock pursuant to the merger will qualify as a nonrecognition transaction under Section 351 of ~~ZaZa~~the ~~Corp~~Internal ~~(“ZaZa~~Revenue ~~Corp~~Code ~~Common~~(the ~~Stock~~“Code”)~~. The~~, ~~shares~~or (ii) Toreador’s receipt of ~~ZaZa~~an ~~Corp~~opinion ~~Common~~of ~~Stock~~Fried, ~~that~~Frank, Harris, ~~will~~Shriver & beJacobson ~~received~~LLP, bycounsel to Toreador, dated as of the ~~stockholders~~date of ~~Toreador~~the inmerger, to the ~~Merger~~effect ~~will~~that the receipt of New ZaZa common stock in ~~the~~exchange ~~aggregate~~for ~~represent~~Toreador ~~25%~~common ofstock pursuant to the ~~outstanding~~merger ~~shares~~will qualify as a reorganization under Section 368(a) of ~~ZaZa~~the ~~Corp~~Code ~~Common~~and/or ~~Stock~~as ~~immediately~~a ~~after~~nonrecognition ~~the~~transaction ~~consummation~~under Section 351 of the ~~Transactions~~Code.

~~Simultaneously~~As ~~with~~discussed ~~the~~in ~~consummation of~~ the ~~Merger~~proxy statement/prospectus, the ~~three~~Internal ~~members~~Revenue ofService ~~ZaZa~~issued ~~LLC~~to ~~(the~~New “ZaZa ~~LLC~~a ~~Members”)~~private ~~will~~letter ~~contribute~~ruling, ~~all~~dated ofNovember 30, 2011 (the ~~limited~~“IRS ~~liability~~Ruling”), ~~company~~that ~~interests~~provides, inamong ~~ZaZa~~other ~~LLC~~things, tothat ~~ZaZa~~for ~~Corp~~U.S. infederal ~~exchange~~income ~~for~~tax ~~(i) a~~purposes, ~~number~~the ofreceipt ~~shares~~ of New ZaZa ~~Corp~~common ~~Common~~stock ~~Stock that will~~ in ~~the~~exchange ~~aggregate~~for ~~represent~~Toreador ~~75%~~common ofstock ~~the~~pursuant ~~outstanding~~to ~~shares~~the ofmerger ~~ZaZa~~will ~~Corp~~qualify ~~Common~~as ~~Stock~~a ~~immediately~~nonrecognition ~~after~~transaction ~~the~~under ~~consummation~~Section 351 of the ~~Transactions~~Code. ~~and~~Certain ~~(ii) cash~~facts ~~(if~~have ~~then~~arisen ~~available~~since tothe ~~ZaZa~~issuance ~~Corp~~of ~~under~~the ~~credit~~IRS ~~facilities~~Ruling ~~ZaZa~~which ~~Corp~~were ~~will~~not addressed ~~seek~~by tothe ~~enter~~IRS ~~into~~Ruling ~~prior~~and, totherefore, orfor ~~simultaneously~~the ~~with~~avoidance ~~closing)~~of ordoubt, ~~subordinated~~Toredor ~~secured~~has ~~notes~~decided ~~in an amount equal~~ to ~~$50~~close ~~million~~on in the ~~aggregate~~basis ~~(reduced~~of byan ~~the~~opinion. ~~amount~~To ofthat ~~certain~~end, ~~pre-closing~~Fried ~~distributions~~Frank ~~made~~expects to ~~such~~provide ~~members~~an ~~and~~opinion ~~reduced~~to byToreador, ~~amounts~~dated ~~that~~as ~~will~~of bethe ~~paid~~date byof the ~~Company~~merger, into ~~exchange for~~ the ~~contribution~~effect that of the ~~net~~receipt ~~profits interest~~ of New ZaZa ~~LLC. Any~~common ~~such~~stock ~~notes~~in ~~issued~~exchange ~~will provide~~ for ~~monthly~~Toreador ~~cash~~common ~~interest~~stock atpursuant ato ~~rate~~the ofmerger 8%will ~~per~~qualify ~~annum,~~as a ~~maturity~~reorganization ~~date~~under ~~on the 4th anniversary of closing~~ Section 368(~~with~~ a) ~~requirement that ZaZa Corp apply up to 20%~~ of ~~any~~the ~~post-closing~~Code ~~debt~~ and/or ~~equity~~as ~~financing~~a ~~towards~~nonrecognition ~~prepayment~~transaction under Section 351 of the ~~notes)~~Code. ~~Such~~ Opinions ~~notes~~of ~~will~~counsel beneither ~~subordinated~~bind tothe upInternal toRevenue ~~$150~~Service ~~million~~or ofany ~~senior~~court, ~~indebtedness~~nor ~~and~~preclude ~~secured~~the byInternal ~~ZaZa~~Revenue ~~Corp’s~~Service ~~interest~~from inadopting ~~ZaZa~~a ~~LLC~~contrary position.

~~Immediately~~U.S. ~~after~~Federal ~~the~~Income ~~consummation~~Tax Consequences of the Merger ~~and~~to ~~Contribution,~~Holders ~~the holders~~ of ~~profits~~Toreador ~~interests~~Common inStock ~~ZaZa LLC will contribute all of the outstanding profits interests in ZaZa LLC to ZaZa Corp in exchange for $4.8 million in cash.~~

~~Following~~Based ~~the~~on ~~consummation~~representations ofmade ~~the~~by ~~Transactions,~~Toreador and ZaZa ~~Corp~~and ~~will~~customary ~~have~~factual ~~nine~~assumptions, ~~directors~~including onthat ~~its~~the ~~initial~~merger ~~board~~will be completed in accordance with the terms of ~~directors~~the merger agreement, ~~with~~all ~~seven~~of which must continue to be ~~designated~~true, ~~prior~~correct toand ~~closing,~~complete byin ~~ZaZa~~all ~~LLC~~respects and ~~two~~at toall betimes ~~designated~~through the effective time of the merger, ~~prior~~it tois ~~closing~~the opinion of Fried Frank, bycounsel to Toreador~~. Thereafter~~, ~~the~~that ~~board~~for ofU.S. federal income ~~directors~~tax ~~will~~purposes bethe ~~determined~~merger will qualify as ~~set~~a ~~forth~~reorganization inunder Section 368(a) of the ~~Stockholders~~Code ~~Agreement~~and/or ~~(described~~as ~~below)~~a nonrecognition transaction under Section 351 of the Code.

~~Each of Toreador and ZaZa LLC has made customary representations and warranties in the Agreement~~U. ~~Toreador and ZaZa LLC have made various commitments under the Agreement, including (i)~~S. toHolders. As ~~conduct~~a ~~their~~result ~~respective businesses in the ordinary course during the period between execution~~ of the ~~Merger~~merger ~~Agreement~~qualifying ~~and~~as ~~the~~either ~~effective~~a ~~time~~reorganization ofunder ~~the Transactions,~~ Section 368(iia) ~~that~~ ~~Toreador will convene a meeting~~ of ~~its stockholders to consider and vote upon~~ the ~~approval~~Code ~~of the Merger Agreement~~ and ~~the Merger, (iii) not to (A) initiate, solicit~~ /or ~~knowingly~~as ~~facilitate~~a ~~any~~nonrecognition ~~inquiries~~transaction ~~relating~~under ~~to alternative business combination transactions for either Toreador or ZaZa LLC or (B)~~Section ~~subject~~351 ~~to certain exceptions in the case~~ of ~~Toreador~~the Code, ~~respond~~the ~~to,~~material ~~furnish information with respect to, or engage in discussions or negotiations regarding, alternative business combination transactions for either Toreador or ZaZa LLC, (iv)~~U.S. tofederal ~~use~~income ~~reasonable~~tax ~~best~~consequences ~~efforts~~of ~~to cause~~ the ~~ZaZa~~merger ~~Corp Common Stock~~ to ~~be listed on NASDAQ, (v) to cooperate in the preparation of~~ a ~~registration statement for the ZaZa Corp Common Stock, (vi)~~U.S. ~~that,~~Holder ~~subject to certain exceptions, the board~~ of ~~directors~~shares of Toreador ~~will~~common ~~recommend~~stock ~~that the stockholders of Toreador approve the Merger and (vii) that Toreador~~ will ~~terminate~~be, ~~its~~in ~~Shareholder~~general, ~~Rights~~as ~~Plan~~follows: ~~before closing.~~

~~Consummation~~• ofno ~~the~~gain ~~Transactions~~or isloss ~~subject~~will tobe ~~customary~~recognized ~~conditions, including (i) approval of the Merger Agreement~~ by ~~the holders of~~ a ~~majority of the outstanding shares of Toreador common stock, (ii) absence of orders or injunctions of~~ U.S. orHolder ~~French~~upon ~~courts~~receipt ~~prohibiting the consummation~~ of ~~the~~New ~~Merger~~ZaZa orcommon ~~Contribution,~~stock ~~(iii) declaration~~in of the ~~effectiveness~~merger, byexcept ~~the~~with ~~Securities~~respect ~~and Exchange Commission (“SEC”) of the registration statement~~ to beany ~~filed~~cash byreceived ~~ZaZa~~in ~~Corp,~~lieu ~~(iv) the listing~~ of ~~ZaZa~~a ~~Corp~~fractional ~~Common~~share ~~Stock on NASDAQ and (v) obtaining required approval from the French Bureau~~ of ~~Mines~~New ~~and any other applicable foreign governmental authorities. Toreador’s obligation to consummate the Merger and~~ ZaZa ~~LLC’s~~common obligation to consummate the Contribution are subject to certain additional customary conditions, including (i) material accuracy of representations and warranties of the other party, (ii) performance by the other party of its covenants in all material respects and (iii) that no material adverse effect with respect tostock;

2• the aggregate basis of New ZaZa common stock received in the merger will equal a U.S. Holder’s aggregate tax basis in the shares of Toreador common stock surrendered in exchange therefor;

~~Toreador~~• orthe ~~ZaZa~~holding ~~LLC~~period ~~has occurred. In addition, each~~ of ~~Toreador’s~~the ~~and~~New ZaZa ~~LLC’s~~common ~~obligation~~stock toreceived ~~consummate~~by ~~the~~a ~~Merger~~U.S. isHolder ~~subject~~will toinclude the ~~condition~~holding ~~that~~period ~~immediately after the consummation~~ of the ~~Transactions,~~Toreador ~~ZaZa~~common ~~Corp~~stock ~~and~~surrendered ~~its~~in ~~subsidiaries~~exchange ~~will~~therefor; ~~have a minimum level of cash~~ and ~~cash equivalents and/or available funds under a credit facility.~~

~~The~~• Merger Agreement provides for certain termination rights for Toreador and ZaZa LLC, including the right of either party to terminate if (i) the Transactions have not been consummated by June 30, 2012, (ii) the stockholders of Toreador do not approve the proposed Merger, (iii) the proposed Transactions are prohibited by a ~~permanent order or injunction of a~~ U.S. orHolder ~~French~~that ~~court,~~receives orcash ~~(iv) the~~in ~~other~~lieu ~~party~~of ~~materially breaches the Merger Agreement, which breach is not curable or cured within~~ a ~~certain~~fractional ~~period. If~~share ~~the board~~ of ~~Toreador~~New ~~fails to recommend that Toreador’s stockholders vote to approve the Merger Agreement, then~~ ZaZa ~~LLC~~common ~~has~~stock ~~the~~in ~~right to terminate~~ the ~~Merger~~merger ~~Agreement and Toreador~~ will ~~pay~~be ~~ZaZa~~treated ~~LLC~~as ahaving ~~termination~~sold ~~fee~~such offractional ~~$3.5~~share ~~million. Toreador~~for ~~has the right to terminate the Merger Agreement~~cash, ~~prior~~and towill ~~the~~generally ~~vote~~recognize ofcapital ~~its~~gain ~~stockholders~~or ~~with~~loss ~~respect~~measured toby the ~~Merger~~difference ~~Agreement,~~between ~~to enter into an agreement for an alternative business combination transaction that~~ the ~~board~~amount of ~~directors~~cash ofreceived ~~Toreador determines to be superior to the proposed Transactions so long as Toreador complies with certain notice~~ and ~~other~~such ~~requirements~~U.S. ~~set~~Holder’s ~~forth~~basis in the ~~Merger~~fractional ~~Agreement and Toreador pays ZaZa LLC a termination fee of $3~~share.~~5 million.~~

~~The~~Non-U.S. Holders. As ~~foregoing~~a ~~description~~result of the ~~Merger~~merger ~~Agreement~~qualifying ~~does~~as ~~not~~either ~~purport~~a toreorganization beunder ~~complete~~Section 368(a) ~~and~~of isthe ~~qualified~~Code inand/or ~~its~~as ~~entirety~~a nonrecognition bytransaction ~~reference~~under toSection 351 ~~the full text~~ of the ~~Merger Agreement~~Code, ~~which~~no isgain ~~attached~~or ~~hereto~~loss aswill ~~Exhibit 2.1~~be ~~and~~recognized ~~the terms of which are incorporated herein~~ by ~~reference~~a Non-U. ~~The~~S. Holder ~~Merger~~upon ~~Agreement~~receipt ~~has~~of ~~been~~New ~~attached~~ZaZa tocommon ~~this~~stock ~~Report~~in onthe ~~Form 8-K~~merger, toexcept ~~provide investors~~ with ~~information~~respect ~~regarding its terms, and is not intended~~ to ~~provide~~ any ~~other~~cash ~~factual~~received orin ~~financial~~lieu ~~information~~of ~~about~~a ~~Toreador,~~fractional ~~ZaZa~~share of ~~LLC~~New or ZaZa ~~Corp~~common stock. ~~The~~ ~~representations,~~Any ~~warranties~~gain ~~and~~recognized ~~covenants~~on ~~contained in~~ the ~~Merger~~deemed ~~Agreement~~sale ~~were~~of ~~made~~a ~~only~~fractional ~~for~~share ~~purposes~~will ofnot ~~that~~be ~~Merger~~subject ~~Agreement~~to ~~and~~U.S. federal asincome ofunless (1) the ~~dates~~gain ~~specified~~is ~~therein;~~effectively ~~were~~connected ~~solely~~with ~~for~~ the ~~benefit~~conduct of ~~the~~a ~~parties~~United toStates ~~the~~trade ~~Merger~~or ~~Agreement~~business ~~and~~by ~~may~~the Non-U.S. Holder, be(2) in ~~subject~~the tocase ~~limitations~~of ~~agreed~~a ~~upon~~gain realized by ~~the~~an ~~parties~~individual Non-U.S. Holder, ~~including~~the ~~being~~individual ~~qualified~~is bypresent ~~confidential~~in ~~disclosures made for~~ the ~~purpose~~United ofStates ~~allocating~~for ~~contractual~~183 days ~~risk~~or ~~between~~more ~~the~~during ~~parties to~~ the ~~Agreement~~taxable ~~instead~~year of ~~establishing~~disposition ~~these matters as facts;~~ and ~~may~~certain beother ~~subject~~conditions toare satisfied, ~~standards~~or of(3) Toreador ~~materiality~~is ~~applicable~~or tohas ~~the~~been ~~contracting~~a ~~parties~~“United ~~that~~States ~~differ~~real ~~from~~property ~~those~~holding ~~applicable~~corporation” tofor ~~investors~~U. ~~Investors~~S. federal ~~should~~income ~~not~~tax ~~rely~~purposes onduring the ~~representations,~~five-year ~~warranties~~period ~~and~~preceding ~~covenants~~the merger (or, ~~any~~if ~~description~~shorter, ~~thereof~~the asperiod ~~characterizations~~the Non-U.S. Holder ofhas ~~the~~held ~~actual~~such ~~state~~shares of ~~facts~~Toreador orcommon ~~conditions~~stock) ~~of Toreador~~and, ~~ZaZa~~during ~~LLC~~that orperiod, ~~ZaZa~~the ~~Corp~~Non-U. ~~Moreover,~~S. Holder ~~information~~has ~~concerning~~beneficially ~~the~~owned ~~subject~~(actually ~~matter~~or constructively) more than 5% of the ~~representations,~~outstanding ~~warranties~~shares ~~and~~of ~~covenants~~Toreador ~~may~~common ~~change~~stock. ~~after~~Toreador ~~the~~does not ~~date~~believe ofit ~~the~~is, ~~Merger~~or ~~Agreement,~~has ~~which~~ever ~~subsequent~~been, ~~information~~a ~~may~~“United orStates ~~may~~real ~~not~~property beholding ~~fully~~corporation;” ~~reflected~~however, inno ~~public~~assurances ~~disclosures~~can bybe ~~Toreador~~provided.

~~Contribution~~All ~~Agreement~~Holders. Any holder of Toreador common stock that receives shares of New ZaZa common stock as a result of the merger will be required to retain records pertaining to the merger and its shares of Toreador common stock. Any holder who owns at least 5% (by vote or value) of the total outstanding shares of Toreador common stock before the merger will be required to file a statement with their U.S. federal income tax returns for the year in which the merger takes place, setting forth certain facts relating to the merger, including the fair market value of and the aggregate tax basis in the shares of Toreador common stock surrendered in the merger.

OnPayments ~~August 9,~~of ~~2011,~~cash ~~the~~in ~~ZaZa~~lieu ~~LLC~~of ~~Members~~a ~~entered~~fractional ~~into~~share aof ~~Contribution~~New ~~Agreement~~ZaZa ~~with~~common stock ~~ZaZa~~made ~~Corp~~in (connection with the merger may be subject to “~~Contribution~~backup ~~Agreement”)~~withholding,” unless a ~~copy~~holder provides proof of ~~which~~an isapplicable ~~attached~~exemption ~~hereto~~or asa ~~Exhibit~~correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Certain corporations and Non-U.S. 2Holders will be exempt from backup withholding, but may be required to provide certification to establish their entitlement to the exemption.2 Backup withholding does not constitute an additional tax, but is merely an advance payment that may be refunded or credited against a holder’s U.S. federal income tax liability if the required information is supplied to the Internal Revenue Service.

~~The~~Resolicitation. If ~~Contribution~~Toreador ~~Agreement~~waives ~~governs~~ the ~~terms~~closing ofcondition ~~the~~described ~~Contribution,~~above ~~and~~regarding ~~contains~~receipt ~~customary representations and warranties~~ of ~~the~~a ~~ZaZa~~tax ~~LLC~~opinion, ~~Members~~ and ~~ZaZa Corp. The ZaZa LLC Members made covenants in~~ the ~~Contribution~~tax ~~Agreement,~~consequences ~~including to not transfer, assign or otherwise dispose~~ of ~~any of~~ the merger ~~limited~~will ~~liability~~be ~~company~~materially ~~interests~~different inthan ~~ZaZa~~those ~~LLC,~~described ~~and to comply with ZaZa LLC’s covenants in the Merger Agreement not to initiate~~herein, ~~solicit~~Toreador orwill ~~knowingly~~inform ~~facilitate~~holders ~~any~~of ~~inquiries~~shares ~~relating to alternative business combination transactions for ZaZa LLC. Consummation~~ of ~~the~~Toreador ~~Contribution~~common isstock ~~subject to conditions, including (i) the satisfaction or waiver~~ of the ~~conditions~~decision to ~~closing~~waive ~~contained~~this incondition ~~the Merger Agreement, (ii) material accuracy of the representations~~ and ~~warranties~~will ofask ~~the~~such ~~other~~Toreador ~~parties~~stockholders to ~~the~~vote ~~Contribution~~on ~~Agreement and (iii)~~ the ~~performance~~merger bytaking ~~the~~such ~~other~~waiver into ~~parties to the Contribution Agreement of their respective covenants in all material respects~~consideration.

ZaZa Condition to Closing. The ~~Contribution~~obligation ~~Agreement~~of ~~automatically~~ZaZa ~~terminates~~to ifcomplete the ~~Merger~~proposed ~~Agreement~~transactions is ~~validly~~conditioned ~~terminated~~upon ~~for~~a private ~~any~~letter ~~reason. The~~ruling ~~Contribution~~from ~~Agreement~~the ~~may~~Internal beRevenue ~~terminated~~Service bybeing ~~either~~obtained that is reasonably satisfactory to the ZaZa ~~Corp~~members orto ~~any~~the effect that the receipt of New ZaZa common stock pursuant to the ZaZa ~~LLC~~contribution ~~Members~~will ifqualify ~~any~~as a nonrecognition transaction under Section 351 of the ~~ZaZa~~Code. ~~LLC~~Certain ~~Members~~facts orhave ~~ZaZa~~arisen ~~Corp,~~since ~~respectively,~~the ~~materially~~issuance ~~breaches~~of the ~~Contribution~~IRS ~~Agreement,~~Ruling which ~~breach~~necessarily iscould not ~~cured~~have orbeen ~~curable~~addressed ~~within~~by the IRS Ruling and, therefore, for the avoidance of doubt, ZaZa has decided that it will close the proposed transaction on the receipt of a ~~certain~~satisfactory ~~period~~tax opinion from its tax advisor.

The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached hereto as ExhibitItem 29.201. Financial Statements and ~~the terms of which are incorporated herein by reference~~Exhibits.


Exhibits.		The following exhibits are filed as part of this report:

	8.1	Tax Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

	23.1	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 8.1 to this Form 8-K)

~~Net~~SIGNATURE ~~Profits Interest Contribution Agreement~~

OnPursuant ~~August 9,~~to ~~2011,~~ the ~~holders~~requirements of ~~net~~the ~~profits~~Securities ~~interests~~Exchange inAct ~~ZaZa~~of ~~LLC~~1934, ~~entered~~the ~~into~~registrant ahas ~~Net~~duly ~~Profits~~caused ~~Interests~~this ~~Contribution~~report ~~Agreement~~to ~~with~~be ~~ZaZa~~signed ~~LLC~~on ~~and~~its ~~ZaZa~~behalf ~~Corp~~by (the ~~“Profits~~undersigned ~~Interests~~hereunto ~~Contribution~~duly ~~Agreement”), a copy of which is attached hereto as Exhibit 2~~authorized.3.

The Profits Interests Contribution Agreement will govern the terms of the Profits Interests Contribution, and contains customary representations and warranties of the holders of net profits interests in ZaZa LLC and ZaZa Corp. The holders of net profits interests in ZaZa LLC made covenants in the Profits Interests Contribution Agreement, including to not transfer, assign or otherwise dispose of any of the net profits interests in ZaZa LLC. Consummation of the Profits Interests Contribution is subject to conditions, including (i) the satisfaction or waiver of the conditions to closing contained in the Merger Agreement, (ii) material accuracy of the representations and warranties of the other parties to the Profits Interests Contribution Agreement and (iii) the performance by the other parties to the Profits Interests Contribution Agreement of their respective covenants in all material respects.


Dated: February 13, 2012

	TOREADOR RESOURCES CORPORATION

	By:	/s/ Craig M. McKenzie
		Craig M. McKenzie
		President and Chief Executive Officer

~~The~~EXHIBIT ~~Profits~~INDEX Interests Contribution Agreement automatically terminates if the Merger Agreement is validly terminated for any reason. The Profits Interests Contribution Agreement may be terminated by either ZaZa Corp or any of the holders of net profits interests in ZaZa LLC if any of such holders or ZaZa Corp, respectively, materially breaches the Contribution Agreement, which breach is not cured or curable within a certain period.

The foregoing description of the Profits Interests Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Profits Interests Contribution Agreement, which is attached hereto as Exhibit 2.3 and the terms of which are incorporated herein by reference.


8.1		Tax Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

23.1		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 8.1 to this Form 8-K)

Stockholders’ Agreement

On August 9, 2011, ZaZa Corp, and the ZaZa LLC Members entered into a Stockholders’ Agreement (the “Stockholders Agreement”), a copy of which is attached hereto as Exhibit 2.4. The Stockholders Agreement will become effective upon the consummation of the Transactions.

For three years after closing, in connection with each annual meeting of the stockholders of ZaZa Corp, the ZaZa LLC Members and their permitted transferees will have the right to nominate a number of directors of ZaZa Corp in proportion to their percentage ownership of ZaZa Corp Common Stock, and a 3-member nominating committee, two of the members of which will be the initial Toreador designees or their successors, will nominate the remaining number of directors for election at the annual meeting. The ZaZa LLC Members have agreed to vote their shares in favor of the individuals nominated in accordance with the foregoing.

The Stockholders Agreement provides that, after the six-month anniversary of the consummation of the Transactions, the holders of at least 25% of ZaZa Corp Common Stock will have the right to request, up to ten separate times, that ZaZa Corp file a registration statement (including under a shelf registration statement) under the Securities Act of 1933, subject to certain limitations and conditions described therein, for ZaZa Corp Common Stock representing the lesser of $10 million and 2.5% of the then-outstanding ZaZa Corp Common Stock. The Stockholders Agreement also provides the holders of ZaZa Corp Common Stock certain “piggyback” registration rights if ZaZa Corp proposed to sell any of its equity securities in a registered offering, subject to certain limitations and conditions described therein. The Stockholders Agreement sets forth procedural and timing provisions and indemnification and contribution obligations of the stockholders and ZaZa Corp relating to the registration rights.

Each ZaZa LLC Member will be subject to certain standstill limitations (which, among other things, prohibits additional purchases of ZaZa Corp Common Stock if such purchases would result in the ZaZa LLC Members beneficially owning in excess of the percentage of the shares of ZaZa Corp Common Stock that they will beneficially own immediately after closing) until the earlier of (i) such time at which it beneficially owns less than 15% of more of the voting stock of ZaZa Corp, (ii) such time at which all ZaZa Members beneficially own less than 25% of the voting stock of ZaZa Corp in the aggregate and (iii) the third anniversary of the date of consummation of the Transactions. The stockholders of ZaZa Corp will also be subject to a prohibition on transfers for the six- month period following the consummation of the Transactions, and a prohibition on transfers following the six-month anniversary of the date of consummation of the Transactions, except sales (subject to certain conditions described in the Stockholders Agreement) pursuant to a registration statement, Rule 144, or a private sale exempt from registration where the transferee will not, after the transfer, own more than 10% of the voting power of ZaZa Corp.

The foregoing description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is attached hereto as Exhibit 2.4 and the terms of which are incorporated herein by reference.

Non-Competition Agreement

On August 9, 2011, ZaZa Corp and the controlling person of each ZaZa LLC Member (each such person, the “Restricted Person”) entered into a separate Non-Competition Agreement (the “Non-Competition Agreements”), a form of which is attached hereto as Exhibit 2.5.

Pursuant to the Non-Competition Agreements, each Restricted Person has agreed that, prior to the date of termination of such person’s employment with ZaZa Corp or the third anniversary of the date of consummation of the Transactions (whichever is later), the Restricted Person and its controlled affiliates will not engage in, own or acquire new businesses that compete with ZaZa Corp, ZaZa LLC and Toreador and their present and future subsidiaries, in specified areas or acquire oil and gas interests in, acquire interests in any businesses with oil and gas interests in, such specified areas. The Restricted Persons also agree not to materially interfere with the customer, supplier and other business relationships of, or oil and gas interests or the businesses of, ZaZa Corp, ZaZa LLC and Toreador and their present and future subsidiaries. The Non-Competition Agreements do not prohibit the Restricted Persons or their controlled affiliates acquiring equity interests in a company as a passive investor, so long as in each case they do not control such company.

The restrictions in the Non-Competition Agreements will not apply to any opportunity in which the Restricted Persons would otherwise be prohibited from participating, if such opportunity is first offered to ZaZa Corp and a majority of the full board of directors of ZaZa Corp, and a majority of the disinterested directors, declines to pursue such opportunity.

The foregoing description of the Non-Competition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Non-Competition Agreements, the form of which is attached hereto as Exhibit 2.5, and the terms of which are incorporated herein by reference.

Other Information

Except for the historical information contained herein, the matters set forth in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Toreador intends that all such statements be subject to the “safe-harbor” provisions of those Acts. Many important risks, factors and conditions may cause Toreador’s actual results to differ materially from those discussed in any such forward-looking statement. These risks include, but are not limited to, estimates of reserves, estimates of production, future commodity prices, exchange rates, interest rates, geological and political risks, drilling risks, product demand, transportation restrictions, actual recoveries of insurance proceeds, the ability of Toreador to obtain additional capital, and other risks and uncertainties described in Toreador’s filings with the SEC. The historical results achieved by Toreador are not necessarily indicative of its future prospects. Toreador undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

In connection with the proposed Transactions, ZaZa Corp will file a registration statement and Toreador will file a proxy statement with the SEC. Investors are urged to read the registration statement and joint proxy statement (including all amendments and supplements thereto) because they will contain important information. Investors may obtain free copies of the registration statement and joint proxy statement, when it becomes available, as well as other filings containing information about Toreador and ZaZa Corp, without charge, at the SEC’s Internet site (www.sec.gov). These documents may also be obtained for free, when it becomes available, from Toreador’s Investor Relations web site (www.toreador.net) or by directing a request to Toreador at: Investor Relations, Toreador Resources Corporation, c/o Toreador Holding SAS, 5 rue Scribe, Paris France, 75009.

Toreador and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Toreador’s stockholders with respect to the proposed Transactions.

Information regarding Toreador’s directors and executive officers is available in Toreador’s definitive proxy statement for its 2011 annual meeting of stockholders, filed with the SEC on April 27, 2011. Additional information regarding the interests of such

potential participants in the proposed Transactions will be included in the registration statement and joint proxy statement to be filed with the SEC in connection with the proposed Transactions.

Item 8.01. Other Events.

On August 10, 2011, Toreador issued a joint press release with ZaZa LLC announcing that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger and Contribution, dated August 9, 2011, by and among Toreador Resources Corporation, ZaZa Energy, LLC, ZaZa Energy Corporation and Thor Merger Sub Corporation.
2.2		Contribution Agreement, dated August 9, 2011, by and among Blackstone Oil & Gas, LLC, Omega Energy Corp., Lara Energy, Inc. and ZaZa Energy Corporation.
2.3		Net Profits Interest Contribution Agreement, dated August 9, 2011, by and among the holders of net profit interests of ZaZa Energy, LLC, ZaZa Energy, LLC and ZaZa Energy Corporation.
2.4		Stockholders’ Agreement, dated August 9, 2011, by and among ZaZa Energy Corporation, Blackstone Oil & Gas, LLC, Omega Energy Corp. and Lara Energy, Inc.
2.5		Form of Non-Competition Agreement entered into between ZaZa Energy Corporation and each of Todd Alan Brooks, John E. Hearn, Jr. and Gaston L. Kearby.
99.1		Press release issued by Toreador Resources Corporation and ZaZa Energy, LLC, dated August 10, 2011.

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.

Date: August 10, 2011	TOREADOR RESOURCES CORPORATION
	By:	/s/ Craig M. McKenzie
	Name:	Craig M. McKenzie
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger and Contribution, dated August 9, 2011, by and among Toreador Resources Corporation, ZaZa Energy, LLC, ZaZa Energy Corporation and Thor Merger Sub Corporation.
2.2		Contribution Agreement, dated August 9, 2011, by and among Blackstone Oil & Gas, LLC, Omega Energy Corp., Lara Energy, Inc. and ZaZa Energy Corporation.
2.3		Net Profits Interest Contribution Agreement, dated August 9, 2011, by and among the holders of net profit interests of ZaZa Energy, LLC, ZaZa Energy, LLC and ZaZa Energy Corporation.
2.4		Stockholders’ Agreement, dated August 9, 2011, by and among ZaZa Energy Corporation, Blackstone Oil & Gas, LLC, Omega Energy Corp. and Lara Energy, Inc.
2.5		Form of Non-Competition Agreement entered into between ZaZa Energy Corporation and each of Todd Alan Brooks, John E. Hearn, Jr. and Gaston L. Kearby.
99.1		Press release issued by Toreador Resources Corporation and ZaZa Energy, LLC, dated August 10, 2011.

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