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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 5, 2005
(January 3, 2005)
ENDEAVOUR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 001-32212
NEVADA 001-32212 88-0448389
(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation) Number) Identification No.)
1000 MAIN STREET, SUITE 3300, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
(713) 307-8700
Registrant's telephone number, including area code
None
(Former name, former address and former fiscal year, 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.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 3, 2005, the Compensation Committee of the Board of Directors of
Endeavour International Corporation ("Endeavour") granted shares of restricted
common stock and options to purchase shares of common stock to certain executive
officers under Endeavour's 2004 Incentive Plan (filed as Exhibit 10.36 to
Endeavour's Form 10-KSB filed March 30, 2004). The exercise price of the options
is $4.20 per share, which was the closing price of the common stock on January
3, 2005. Each of the options vests as to one-third of the underlying shares on
January 1st of each of 2006, 2007, and 2008, and expires on the date immediately
preceding the fifth anniversary of the date of grant. The remaining terms of
each of the option grants are set forth in the form of Nonstatutory Stock Option
Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Certain of the shares of restricted stock were granted in lieu of cash
compensation and fully vest on January 1, 2006. The remaining shares of
restricted stock vest one-third on January 1st of each of 2006, 2007, and 2008.
The other terms of the restricted stock grants are contained in the forms of
One-Year Restricted Stock Agreement and Three-Year Restricted Stock Agreement
filed herewith as Exhibits 10.2 and 10.3, respectively, and incorporated herein
by reference. The following table lists the executive officers receiving grants
and the number of shares of common stock underlying option grants and one-year
and three-year restricted stock grants.
ONE-YEAR THREE-YEAR
OPTION RESTRICTED RESTRICTED
NAME TITLE SHARES SHARES SHARES
---- ----- ------ ---------- ----------
William L. Transier Co-Chief Executive Officer 250,000 59,000 250,000
John N. Seitz Co-Chief Executive Officer 250,000 59,000 250,000
Michael D. Cochran Executive Vice President 75,000 41,000 75,000
Exploration
Bruce H. Stover Executive Vice President 100,000 41,000 100,000
Operations and Business
Development
H. Don Teague Executive Vice President, 75,000 35,000 75,000
Administration, General
Counsel and Secretary
Robert L. Thompson Vice President, Chief 50,000 24,000 25,000
Accounting Officer
Additionally, on January 3, 2005, Endeavour also granted 3,460 shares of
immediately vested common stock to each of its outside directors (John B.
Connally III, Barry J. Galt
and Nancy K. Quinn) under Endeavour's 2004 Incentive Plan in lieu of director's
fees for the fourth quarter of 2004. The remaining terms of each of these stock
grants are set forth in the form of Stock Grant Agreement filed herewith as
Exhibit 10.4 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.1 Form of Nonstatutory Stock Option Agreement
10.2 Form of One-Year Restricted Stock Agreement
10.3 Form of Three-Year Restricted Stock Agreement
10.4 Form of Stock Grant Agreement
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
By:/s/ Robert L. Thompson
_________________________________________
Robert L. Thompson
Chief Accounting Officer
Date: January 5, 2005
INDEX TO EXHIBITS
Exhibits.
Exhibit No. Description of Exhibit
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10.1 Form of Nonstatutory Stock Option Agreement
10.2 Form of One-Year Restricted Stock Agreement
10.3 Form of Three-Year Restricted Stock Agreement
10.4 Form of Stock Grant Agreement