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): | | January 13, 2005 |
Endeavour International Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| | | |
| Nevada | 001-32212 | 88-0448389 |
_____________________
(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| 1000 Main, Suite 3300, Houston, Texas | | 77002 |
_________________________________
(Address of principal executive offices) | | ___________
(Zip Code) |
| | | |
| Registrant’s telephone number, including area code: | | (713) 307-8700 |
Not Applicable
______________________________________________
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:
[ ] 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 8.01. Other Events.
On January 13, 2005, Endeavour International Corporation announced the pricing of $65 million aggregate principal amount of its convertible senior notes due 2012 in a private placement to qualified institutional buyers, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The notes will bear interest at a rate of 6.00% per annum and initially be convertible into shares of Endeavour’s common stock at an initial conversion rate of 199.2032 shares of common stock per $1,000 principal amount of notes, subject to adjustment, which is equal to an initial conversion price of approximately $5.02 per share. Endeavour has also granted the investors an option to purchase up to an additional $16.25 million aggregate principal amount of notes, on a pro rata basis, based on the aggregate principal amount of notes originally purchased, at the initial purchase price to investors. Attached hereto as Exhibit 99.1, which is incorporated herein by reference, is a copy of the Company’s press release, dated January 13, 2005, concerning the convertible senior notes.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press Release dated January 13, 2005.
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.
| | | | | |
| | | Endeavour International Corporation |
| | | | | |
| January 14, 2005 | | By: | | Robert L. Thompson
|
| | | | |
|
| | | | | Name: Robert L. Thompson |
| | | | | Title: Chief Accounting Officer |
Exhibit Index
| | | |
| Exhibit No. | | Description |
| |
|
99.1 | | Press release dated January 13, 2005. |
