1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File Number 0-14334
VENUS EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3299127
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1250 N.E. LOOP 410, SUITE 810, SAN ANTONIO, TX 78209
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (210) 930-4900
Securities registered pursuant
to Section 12(b) of the Act: None
Securities registered pursuant
to Section 12(g) of the Act: Common Stock, $0.01 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant (all directors, officers and holders of five percent or more of the
Common Stock of the Company are presumed to be affiliates for purposes of this
calculation), computed by reference to the closing bid price of such stock on
March 19, 2001, was approximately $4,300,000. As of March 19, 2001, the
Registrant had outstanding 12,343,196 shares of Common Stock.
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AMENDMENT NO. 1
Venus Exploration, Inc. (the "Company") hereby amends its Annual Report on Form
10-K originally filed with the Securities and Exchange Commission on April 12,
2001, for the purpose of amending and restating Item 14 and the Index to
Exhibits to include references to two agreements omitted in the initial filing
of the Company's Annual Report on Form 10-K, namely Exhibits 10.18 and 10.19.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on Form
10-K:
1. FINANCIAL STATEMENTS
See Index to Financial Statements on page F-1 to this Annual Report on Form
10-K.
2. FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because the information is not required under the
related instructions or is inapplicable or because the information is included
in the Financial Statements or related Notes.
3. EXHIBITS
*3.1 Articles of Incorporation of Venus Exploration, Inc.
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997)
*3.2 Bylaws of Venus Exploration, Inc., as amended (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1997)
*4.1 Warrant to purchase Common Stock issued to Martin A. Bell
(incorporated by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997)
*4.2 Form of Registration Rights Agreement between Venus Exploration,
Inc. and various holders of 7% Convertible Subordinated Notes
(incorporated by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1999)
*+4.3 Form of Salary Reduction Stock Option Agreement (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1999)
*+10.1 Registrant's 1985 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.12 to the Company Registration Statement
on Form S-4 (File No. 33-1903) declared effective January 8,
1986)
*+10.2 Registrant's 1995 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995)
**+10.3 1997 Incentive Plan, as amended and restated (filed herewith)
*10.4 Letter Agreement dated February 4, 1999, between Venus
Exploration, Inc., and Petroleum Development Corporation
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed February 26, 1999)
*10.5 Amendment to Letter Agreement dated February 11, 1999, between
Venus Exploration, Inc., and Petroleum Development Corporation
(incorporated by reference to Exhibit 2.2 to the Company's
Current Report on Form 8-K filed February 26, 1999)
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*+10.6 Executive Employment Agreement dated July 1, 1999, for E.L. Ames,
Jr. (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999)
*10.7 Registration Rights Agreement dated November 30, 1998 between
Venus Exploration, Inc. and Stratum Group, L.P. (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement
on Form S-3 (File No. 333-73457) filed March 5, 1999)
*10.8 Purchase and Sale Agreement between Apache Corporation as seller,
and Venus Exploration, Inc., buyer, dated May 13, 1999
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed July 15, 1999)
*10.9 Credit Agreement among EXUS Energy, LLC, as borrower,
NationsBank, N.A., as administrative agent, and financial
institutions listed on Schedule I, dated June 30, 1999
(incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed July 15, 1999)
*10.10 Limited Liability Company Agreement of EXUS Energy, LLC, dated
June 30, 1999 (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed July 5, 1999)
*10.11 Convertible Promissory Note made by Venus Exploration, Inc. in
favor of EXCO Resources, Inc., dated June 30, 1999 (incorporated
by reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K filed July 15, 1999)
*10.12 Pledge Agreement made by Venus Exploration, Inc. for the benefit
of EXCO Resources, Inc., dated June 30, 1999 (incorporated by
reference to Exhibit 10.5 to the Company's Current Report on Form
8-K filed July 15, 1999)
*10.13 Registration Rights Agreement between EXCO Resources, Inc. and
Venus Exploration, Inc., dated June 30, 1999 (incorporated by
reference to Exhibit 10.6 to the Company's Current Report on Form
8-K filed July 15, 1999)
*10.14 Agreement Among Members between EXCO Resources Inc., dated June
30, 1999 (incorporated by reference to Exhibit 10.7 to the
Company's Current Report on Form 8-K filed July 15, 1999)
*10.15 Purchase and Sale Agreement between Venus Exploration, Inc. as
seller, and Anadarko Petroleum Corporation, as buyer, dated
December 17, 1999 (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed July 18, 2000)
*10.16 Amendment to Purchase and Sale Agreement dated December 17, 1999,
between Venus Exploration, Inc. as seller, and Anadarko Petroleum
Corporation., buyer, dated December 31, 1999 (incorporated by
reference to Exhibit 10.31 to the Company's Annual Report on Form
10-K for the year ended December 31, 2000)
**+10.17 Consulting Agreement effective October 30, 2000, between Venus
Exploration, Inc. and P. Mark Stark (filed herewith)
*10.18 Loan Agreement dated May 5, 2000, between Venus Exploration,
Inc., and Bank One, Texas, N.A. (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 2000)
*10.19 First Amendment to the Loan Agreement Dated May 5, 2000 By and
Among Venus Exploration, Inc. and Bank One, Texas, N.A.
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
2000)
*21.1 List of Subsidiaries (incorporated by reference to Exhibit 21 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
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**23.1 Consent of KPMG LLP regarding incorporation by reference (filed
herewith)
**23.2 Consent of Ryder Scott Company regarding incorporation by
reference (filed herewith)
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* Incorporated herein by reference.
** Previously filed with the initial filing of the Company's Annual Report on
Form 10-K for the period ended December 31, 2000.
+ Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
None.
(c) Exhibits.
See the list of exhibits filed as part of this Form 10-K listed
under sub-item (a) 3 above.
(d) No financial statement schedules are required to be filed
herewith. See sub-item (a) 2 above.
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SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of San Antonio,
Texas, on the 13 day of August, 2001.
VENUS EXPLORATION, INC.
By: /s/ JOHN Y. AMES
---------------------------------
John Y. Ames
President
and Chief Operating Officer
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INDEX TO EXHIBITS
<Table>
*3.1 Articles of Incorporation of Venus Exploration, Inc.
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997)
*3.2 Bylaws of Venus Exploration, Inc., as amended (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1997)
*4.1 Warrant to purchase Common Stock issued to Martin A. Bell
(incorporated by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997)
*4.2 Form of Registration Rights Agreement between Venus Exploration,
Inc. and various holders of 7% Convertible Subordinated Notes
(incorporated by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1999)
*+4.3 Form of Salary Reduction Stock Option Agreement (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1999)
*+10.1 Registrant's 1985 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.12 to the Company Registration Statement
on Form S-4 (File No. 33-1903) declared effective January 8,
1986)
*+10.2 Registrant's 1995 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995)
**+10.3 1997 Incentive Plan, as amended and restated (filed herewith)
*10.4 Letter Agreement dated February 4, 1999, between Venus
Exploration, Inc., and Petroleum Development Corporation
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed February 26, 1999)
*10.5 Amendment to Letter Agreement dated February 11, 1999, between
Venus Exploration, Inc., and Petroleum Development Corporation
(incorporated by reference to Exhibit 2.2 to the Company's
Current Report on Form 8-K filed February 26, 1999)
*+10.6 Executive Employment Agreement dated July 1, 1999, for E.L. Ames,
Jr. (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1999)
*10.7 Registration Rights Agreement dated November 30, 1998 between
Venus Exploration, Inc. and Stratum Group, L.P. (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement
on Form S-3 (File No. 333-73457) filed March 5, 1999)
*10.8 Purchase and Sale Agreement between Apache Corporation as seller,
and Venus Exploration, Inc., buyer, dated May 13, 1999
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed July 15, 1999)
*10.9 Credit Agreement among EXUS Energy, LLC, as borrower,
NationsBank, N.A., as administrative agent, and financial
institutions listed on Schedule I, dated June 30, 1999
(incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed July 15, 1999)
*10.10 Limited Liability Company Agreement of EXUS Energy, LLC, dated
June 30, 1999 (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed July 5, 1999)
*10.11 Convertible Promissory Note made by Venus Exploration, Inc. in
favor of EXCO Resources, Inc., dated June 30, 1999 (incorporated
by reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K filed July 15, 1999)
</Table>
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<Table>
*10.12 Pledge Agreement made by Venus Exploration, Inc. for the benefit
of EXCO Resources, Inc., dated June 30, 1999 (incorporated by
reference to Exhibit 10.5 to the Company's Current Report on Form
8-K filed July 15, 1999)
*10.13 Registration Rights Agreement between EXCO Resources, Inc. and
Venus Exploration, Inc., dated June 30, 1999 (incorporated by
reference to Exhibit 10.6 to the Company's Current Report on Form
8-K filed July 15, 1999)
*10.14 Agreement Among Members between EXCO Resources Inc., dated June
30, 1999 (incorporated by reference to Exhibit 10.7 to the
Company's Current Report on Form 8-K filed July 15, 1999)
*10.15 Purchase and Sale Agreement between Venus Exploration, Inc. as
seller, and Anadarko Petroleum Corporation, as buyer, dated
December 17, 1999 (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed July 18, 2000)
*10.16 Amendment to Purchase and Sale Agreement dated December 17, 1999,
between Venus Exploration, Inc. as seller, and Anadarko Petroleum
Corporation., buyer, dated December 31, 1999 (incorporated by
reference to Exhibit 10.31 to the Company's Annual Report on Form
10-K for the year ended December 31, 2000)
**+10.17 Consulting Agreement effective October 30, 2000, between Venus
Exploration, Inc. and P. Mark Stark (filed herewith)
*10.18 Loan Agreement dated May 5, 2000, between Venus Exploration,
Inc., and Bank One, Texas, N.A. (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 2000)
*10.19 First Amendment to the Loan Agreement Dated May 5, 2000 By and
Among Venus Exploration, Inc. and Bank One, Texas, N.A.
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
2000)
*21.1 List of Subsidiaries (incorporated by reference to Exhibit 21 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
**23.1 Consent of KPMG LLP regarding incorporation by reference (filed
herewith)
**23.2 Consent of Ryder Scott Company regarding incorporation by
reference (filed herewith)
</Table>
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* Incorporated herein by reference.
** Previously filed with the initial filing of the Company's Annual Report on
Form 10-K for the period ended December 31, 2000.
+ Management contract or compensatory plan or arrangement.
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