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
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| Date of Report (Date of Earliest Event Reported): | | January 20, 2005 |
Endeavour International Corporation
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(Exact name of registrant as specified in its charter)
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| Nevada | 001-32212 | 88-0448389 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 1000 Main, Suite 3300, Houston, Texas | | 77002 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (713) 307-8700 |
Not Applicable
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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 1.01. Entry into a Material Definitive Agreement.
On January 20, 2004, Endeavour International Corporation completed a private placement to qualified institutional buyers of $65 million aggregate principal amount of its convertible senior notes due 2012, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(2) of the Act and Regulation D under the Act. We have 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. The investors have 30 days from closing of the private placement to exercise this option. Aggregate placement agents fees and expenses for the offering are estimated to be $3.25 million, or $4.0 million if the investors exercise their option to purchase additional notes in full.
The notes bear interest at a rate of 6.00% per annum, payable semiannually on Ja nuary 15 and July 15, beginning on July 15, 2005. The notes are convertible, at the option of the holder, at any time at or prior to maturity, into shares of our common stock at an initial conversion rate of 199.2032 shares of our common stock per $1,000 principal amount of notes (equal to an initial conversion price of approximately $5.02 per share). The conversion rate is subject to adjustment. The notes are callable after five years. Holders have a right to redeem the notes upon a change of control.
We have agreed to file with the Securities and Exchange Commission within 90 days after the date of original issuance of the notes, a shelf registration statement covering resales of the notes and the shares of common stock issuable upon conversion of the notes. We have agreed to use our best efforts to cause the shelf registration statement to become effective within 270 days after the date of original issuance of the notes, and to keep it effective until such date that the holders of the notes and the common stock issuable upon conversion of the notes (other than our affiliates) are able to sell all such securities immediately without restriction pursuant to the volume limitations of Rule 144 under the Act or any successor rules thereto or otherwise.
The purpose of the notes issuance is to fund expenditures to explore for and develop oil and gas properties, working capital and general corporate purposes, which may include future acquisitions of interests in oil and gas properties.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this report relating to the convertible senior notes is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 of this report relating to the convertible senior notes is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
4.1 - Indenture, dated as of January 20, 2005, between Endeavour International Corporation and Wells Fargo Bank, National Association, as Trustee, relating to the 6.00% Convertible Senior Notes due 2012 .
4.2 - Registration Rights Agreement dated as of January 20, 2005, among Endeavour International Corporation and J.P. Morgan Securities Inc. and Sanders Morris Harris Inc., as Placement Agents.
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.
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| | | Endeavour International Corporation |
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| January 24, 2005 | | By: | | Robert L. Thompson
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| | | | | Name: Robert L. Thompson |
| | | | | Title: Chief Accounting Officer |
Exhibit Index
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| Exhibit No. | | Description |
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4.1 | | Indenture dated January 20, 2005 |
4.2 | | Registration Rights Agreement dated January 20, 2005 |
