##### Table of Contents



United States
Securities and Exchange Commission Washington, D.C. 20549
 Form 10-K/A Amendment No. 2 þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  o
Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
  Commission file number: 001-32212 Endeavour International Corporation (Exact name of registrant as specified in its charter)
 Nevada
    
    88-0448389(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer 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) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class of Stock
    
    Name of Each Exchange on Which RegisteredCommon Stock
    
    American Stock Exchange$0.001 par value per share
 Securities registered pursuant to Section 12(g) of the Exchange Act:
None 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 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. . þ Yes o 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 registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K . o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). þ Yes o No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter. Common stock aggregate market value held by
non-affiliates as of June 30, 2004: $150,576,000. As of May 4, 2005, 74,078,688 shares of the issuers common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE :




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TABLE OF CONTENTS  Item 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and Services.Item 15. Exhibits and Financial Statement SchedulesSIGNATURESCertificate Co-CEO Pursuant to Rule 13a-14(a)Certificate Co-CEO Pursuant to Rule 13a-14(a)Certificate CAO Pursuant to Rule 13a-14(a)Certificate Co-CEO Pursuant to Section 906Certificate Co-CEO Pursuant to Section 906Certificate CAO Pursuant to Section 906    Table of Contents  Explanatory Note We have filed this Amendment
No. 2 on Form 10-K/A to amend Items 10, 11, 12, 13 and 14 of Part
III of Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which we filed
on April 29, 2005 to clarify certain executive compensation and
correct beneficial ownership information.   In addition, pursuant to rule 12b-15 of the Securities Exchange Act
of 1934, we are including with this Amendment No. 2 on Form 10-K/A certain currently dated
certifications. Except as described above, the information contained in our Annual Report on Form
10-K as originally filed with the Securities and Exchange Commission has not been updated or
amended. 
 Item 10. Directors and Executive Officers of the Registrant. Directors The following table sets forth information regarding the names, ages and principal occupations
of the directors, directorships in other companies held by them and the length of continuous
service as a director of the Company: Principal Occupation and Directorships
    
    AgeJohn B. Connally III
    
    Independent Oil and Gas Investor. Founder
and Principal of Pure Gas Partners, Ltd.
Director of Pure Energy Group, Inc.
Director of the Company since May 2002.
    
    
    58Barry J. Galt
    
    Director of Dynegy, Inc., Trinity Industries, Inc.,
and Abraxas Petroleum Company. Director of
the Company since May 2004.
    
    
    71Nancy K. Quinn
    
    Director of Atmos Energy Corporation.
Principal of Hanover Capital, LLC. Director of the
Company since March 2004.
    
    
    51John N. Seitz
    
    Co-Chief Executive Officer of the Company.
Director of Input/Output Inc. and Elk Petroleum,
Inc. Director of the Company since February 2004.
    
    
    53William L. Transier
    
    Co-Chief Executive Officer of the Company.
Director of Reliant Resources, Inc. and Cal Dive
International, Inc. Director of the Company
since February 2004.
    
    
    50
 Each of the directors named above have been engaged in the principal occupation set forth
opposite his or her name for the past five years except as follows: Mr. Connally served as President, Chief Executive Officer and a Director of BPK Resources,
Inc., a gas and oil exploration company whose shares traded on the OTC Bulletin Board, from
2002-April 1




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##### Table of Contents



2004, Principal and Officer of Graver Manufacturing Company from 2000-2001 and Director and
Officer of International Testing Services, Inc. from 1999-2000. Mr. Transier served as Executive Vice-President and Chief Financial Officer for Ocean Energy,
Inc. from 1999-2003, prior to its merger with Devon Energy Corporation, and from its formation in
November 2003 until its merger with the Company in February 2004, he served as Co-Chief Executive
officer of NSNV, Inc. Ms. Quinn was a Director of Louis Dreyfus Natural Gas Co. from May 1999-October 2001. Mr. Seitz served as Chief Executive Officer, Chief Operating Officer and President of Anadarko
Petroleum Corporation from 2002-2003, and as President and Chief Operating Officer of Anadarko
Petroleum Corporation from 1999-2003, and from its formation in November 2003 until its merger with
the Company in February 2004, he served as Co-Chief Executive Officer of NSNV, Inc. Mr. Galt served as Director for Ocean Energy, Inc. (and its predecessor company, Seagull
Energy Corporation (Seagull)) from 1983-2003, prior to its merger with Devon Energy Corporation,
and as Chairman and CEO of Seagull from 1983 to his retirement in 1998. Executive Officers The following table sets forth certain information about each Named Officer at December 31,
2004. Name
    
    Age
    
    Positions HeldWilliam L. Transier
    
    
    50
    
    
    Co-Chief Executive Officer and DirectorJohn N. Seitz
    
    
    53
    
    
    Co-Chief Executive Officer and DirectorBruce H. Stover
    
    
    56
    
    
    Executive Vice President, Operations and
Business DevelopmentMichael D. Cochran
    
    
    63
    
    
    Executive Vice President, ExplorationH. Don Teague
    
    
    62
    
    
    Executive Vice President,
Administration, General Counsel and
SecretaryRobert L. Thompson
    
    
    58
    
    
    Vice President, Chief Accounting Officer
and Corporate Planning
 The following is a brief summary of the business experience of each of the above-named
individuals: William L. Transier.Mr. Transier became Co-Chief Executive Officer and a Director of the
Company on February 26, 2004 upon the Companys merger with NSNV, Inc., of which he was a founder
and Co-Chief Executive Officer from November 2003 until the merger. From 1999 to 2003, Mr.
Transier was Executive Vice President and Chief Financial Officer for Ocean Energy, Inc. prior to
its merger with Devon Energy Corporation. In this role, he was responsible for the functions
associated with corporate treasury, accounting, investor relations, corporate communications, human
resources, administration, tax, corporate planning, internal audit, corporate mergers and
acquisitions, business development and marketing and trading. He was named to that position in
March 1999 following the merger of Ocean Energy, Inc. and Seagull Energy Corporation (Seagull
Energy). Mr. Transier was part of the executive management team that lead the merger that
ultimately contributed to the creation of the largest independent U.S. oil and gas exploration and
production company, Devon Energy Corporation. 2




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##### Table of Contents



From September 1998 to March 1999, Mr. Transier was Executive Vice President and Chief
Financial Officer for Seagull Energy, and was part of the leadership team that successfully
completed the merger with Ocean Energy, Inc. He originally joined Seagull Energy in May 1996 as
Senior Vice President and Chief Financial Officer. Mr. Transier began his career in the audit
department of KPMG LLP, an international audit and business strategy consulting firm. In 1986, he
became a partner in the firm. Mr. Transier graduated from The University of Texas with a Bachelor of Business Administration
with honors in accounting. He received his Masters in Business Administration from Regis University. Mr. Transier is a director of Reliant Resources, Inc. and Cal
Dive International, Inc. John N. Seitz.Mr. Seitz became Co-Chief Executive Officer and a Director of the Company on
February 26, 2004 upon the Companys merger with NSNV, Inc., of which he was a founder and Co-Chief
Executive Officer from November 2003 until the merger. From January 2002 to March 2003, Mr. Seitz
was Chief Executive Officer, Chief Operating Officer and President of Anadarko Petroleum
Corporation, where he held a progression of increasingly responsible executive positions, including
Vice President-Exploration from 1997 to 1999 to President and Chief Operating Officer from 1999 to
2003. In 2000, the Houston Geological Society honored him, along with four others, as a Legend in
Wildcating. Mr. Seitz has a total of 30 years of geological, managerial and executive experience
in the oil and gas industry, beginning his career with Amoco Production in 1975. Mr. Seitz received his Bachelor of Science degree in Geology from the University of Pittsburgh
in 1974 and a Master of Science degree in Geology from Rensselaer Polytechnic Institute in 1975.
He has also received advanced studies in business from the University of Houston and Wharton School
of Business. Mr. Seitz is an AIPG Certified Professional Geologist and is a licensed professional
geoscientist with the State of Texas. He serves as a trustee for the American Geological Institute
Foundation and is a director of Input/Output Inc., a publicly traded seismic imaging company, and
Elk Petroleum, Inc., a privately held exploration and production company. Bruce H. Stover.Mr. Stover became Executive Vice President Operations and Business
Development of the Company on February 26, 2004. From 1997 to 2003, Mr. Stover was Senior Vice
President, Worldwide Business Development for Anadarko. In this role, Mr. Stover had
responsibility for evaluating and securing new business opportunities for Anadarko, domestic and
international, and was also responsible for mergers and acquisitions. Mr. Stover joined Anadarko
in 1980 as Chief Engineer. In 1989 he was named President and General Manager for Anadarko Algeria
Corporation where he led the companys start-up operations in Algeria. In 1993, he was named Vice
President, Acquisitions and in 1997 that position evolved into Vice President, Worldwide Business
Development. Prior to joining Anadarko, Mr. Stover was employed with Amoco Production Company from
1972 to 1979. Mr. Stover is a graduate of the University of Oklahoma where he earned a Bachelor of Science
degree in Petroleum Engineering in 1971. Michael D. Cochran.Dr. Cochran became Executive Vice President Exploration of the Company on
February 26, 2004. From 2001 to 2003, Dr. Cochran was Senior Vice President, Strategy and
Planning, for Anadarko. Named to the position in 2001, he was responsible for portfolio
management, business models, economic analyses, business intelligence, and planning. From 1997 to
2001, he served as Vice President, World-Wide Exploration, where he was responsible for both U.S.
and international exploration and development activities for Anadarko. In addition, he led the
integration of the Union Pacific Resources and Anadarko exploration and development organizations. 3




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Dr. Cochran began his career with Gulf Oil Company (Gulf Oil) in 1968, and served in many
capacities in both research and exploration in U.S. and international arenas. Dr. Cochran was
Manager, Exploration  Central Exploration Group, during the merger of Gulf Oil with Chevron
Corporation. He joined Geosource, Inc. in 1984 as Director, Technology and his responsibilities
included implementing and marketing new technologies. He joined Anadarko in 1987 as Chief
Geophysicist and, subsequently held managerial positions in various exploration areas. Dr. Cochran
was Manager, International Exploration for Anadarko during its initial discoveries in Algeria. Dr. Cochran holds a Bachelor of Science degree from Tulane University and a Master of Science
degree in Geology from Bowling Green State University. He earned a Ph.D. in Geophysics from Rice
University in 1969. H. Don Teague.Mr. Teague became Executive Vice President, Administration, General Counsel
and Secretary in March 2004. Most recently, Mr. Teague has been an independent consultant. Prior
to that he was Executive Vice President and General Counsel of ICG Communications, Inc., from 1997
to 2000, and Senior Vice President and General Counsel of Falcon Seaboard, Inc., from 1994 to 1997.
ICG Communications, Inc. filed a petition under the Federal bankruptcy laws in 2000. Mr. Teague
was a partner at Vinson & Elkins L.L.P. from 1974 to 1994. Mr. Teague received a B.B.A. and an LL.B. from The University of Texas and a LL.M. from
Harvard University. Robert L. Thompson.Mr. Thompson became Vice President, Chief Accounting Officer and
Corporate Planning in March 2004. He was most recently Vice President and Controller of Ocean
Energy. Mr. Thompson joined Ocean Energy in 2001 and was responsible for its accounting functions
and a member of its Management Committee until the company merged with Devon Energy Corporation.
Prior to Ocean Energy, he worked with Cambridge Energy Research Associates as a senior consultant
on finance and economics. The majority of his career was spent with Dallas-headquartered
independent oil and gas exploration and production company Oryx Energy Company and its
predecessors. His positions there included Director  Financial Analysis, Director  Business
Planning and Acquisitions, and Controller and Vice President  Planning. Oryx Energy merged with
Kerr-McGee in 1999, with Mr. Thompson providing financial analysis and due diligence regarding that
transaction. Mr. Thompson received a Bachelor of Science in Management and a Masters in Business
Administration from Drexel University in Philadelphia. He also attended the Senior Executive
Program at Massachusetts Institute of Technology and is a certified public accountant. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
requires the Companys officers and directors and persons who own more than ten percent (10%) of
the Common Stock to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of the Common Stock. Such officers, directors and ten percent
(10%) stockholders are also required by applicable Securities and Exchange Commission rules to
furnish the Company with copies of all forms filed with the Securities and Exchange Commission
pursuant to Section 16(a) of the Exchange Act. Based solely on our review of the copies of such
forms we received, we believe that during the fiscal year ended December 31, 2004 all Section 16(a)
filing requirements applicable to the Companys officers, directors and 10% stockholders were
satisfied in a timely fashion, except for the following reports, which were filed late: two reports
on Form 4 for Nancy K. Quinn for disclosure of two 4




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transactions; two reports on Form 4 and one report on Form 3 for Barry J. Galt for disclosure of
four transactions; and four reports on Form 4 for John B. Connally III for disclosure of five
transactions. Board Composition and Committees of the Board of Directors The Board of Directors is comprised of a majority of independent directors as required by the
rules of the American Stock Exchange. The Board has determined that Ms. Quinn and Messrs. Connally
and Galt are independent under applicable American Stock Exchange listing standards. The Board of Directors currently has the following standing committees: Audit Committee.The Audit Committee consists of Ms. Quinn and Messrs. Connally and Galt.
Ms. Quinn was appointed to the Audit Committee as Chairman in March 2004. The Audit Committee held
nine meetings during 2004. The Board of Directors has determined the members of the Audit
Committee to be independent in accordance with the requirements of the rules and regulations of the
Securities and Exchange Commission promulgated under Exchange Act and the rules of the American
Stock Exchange. The Board of Directors has determined that Ms. Quinn is an audit committee
financial expert, based on the definition and additional expertise factors outlined by the
Securities and Exchange Commission. The Committee is appointed by the Board of Directors to assist
the Board in oversight of (i) the integrity of the financial statements of the Company, (ii) the
compliance by the Company with legal and regulatory requirements, (iii) the performance of the
Companys internal audit function and independent auditors, and (iv) the independent auditors
qualifications and independence. The Audit Committee Charter was filed as Annex A to the
definitive proxy statement for the 2004 Annual Meeting of Stockholders and is also available on the
Companys website at www.endeavourcorp.com or in print to any stockholder who requests it. Compensation Committee.The Compensation Committee consists of Ms. Quinn and Messrs. Connally
and Galt. Mr. Connally serves as Chairman of the Compensation Committee. The Committee was formed
in March 2004 and held three meetings during 2004. The Board of Directors has determined the
members of the Compensation Committee to be independent in accordance with the requirements of the
rules and regulations of the Securities and Exchange Commission promulgated under the Exchange Act
and the rules of the American Stock Exchange. The Committee is appointed by the Board of Directors
and has overall responsibility for reviewing, evaluating and approving the Companys executive
officer compensation arrangements, plans and policies. The Compensation Committee Charter is
available on the Companys website at www.endeavourcorp.com or in print to any stockholder who
requests it. Governance and Nominating Committee.The Governance and Nominating Committee consists of Ms.
Quinn and Messrs. Connally and Galt. Mr. Galt serves as Chairman of the Governance and Nominating
Committee. The Committee was formed in June 2004 and held one meeting during 2004. The Board of
Directors has determined the members of the Governance and Nominating Committee to be independent
in accordance with the requirements of the rules and regulations of the Securities and Exchange
Commission promulgated under the Exchange Act and the rules of the American Stock Exchange. The
Governance and Nominating Committee is appointed by the Board of Directors to (i) assist the Board
in identifying individuals qualified to become Board members and to recommend to the Board
individuals to be nominees for election at the Annual Meetings of Stockholders or to be appointed
to fill vacancies; (ii) recommend to the Board director nominees for each committee of the Board;
(iii) advise the Board about appropriate composition of the Board and its committees; (iv)
recommend corporate governance guidelines and to assist the Board in implementing those guidelines;
(v) assist the Board in its annual review of the performance of the Board and its committees; and
(vi) recommend to the Board appropriate compensation for the Directors. 5




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##### Table of Contents



Qualification and Nomination of Director Candidates.The Governance and Nominating Committee
of the Company has the responsibility under its charter to recommend nominees for election as
directors to the Board of Directors. In considering candidates for the Board of Directors, the
Governance and Nominating Committee considers the entirety of each candidates credentials. There
is currently no set of specific minimum qualifications that must be met by a nominee recommended by
the Governance and Nominating Committee. While the Governance and Nominating Committee does not
maintain a formal list of qualifications, in making its evaluation and recommendation, it may
consider, among other factors, whether the candidate is independent, has relevant business and
financial experience, has industry or other specialized expertise and possesses high ethical
standards and integrity. Recommendation or Nomination of Directors by Stockholders.The Governance and Nominating
Committee of the Company does not have a policy with regard to the consideration of any director
candidates recommended by the stockholders of the Company. The Board of Directors of the Company
believes that the Governance and Nominating Committee Charter provides adequate and proper
procedures for identifying director nominees for the Company and, therefore, it is appropriate for
the Company not to have such a policy. The Governance and Nominating Committee Charter is available on the Companys website at
www.endeavourcorp.com or in print to any stockholder who requests it. Code of Business Conduct The Company has adopted a Code of Business Conduct which applies to all employees, including
all executive officers. The Code of Business Conduct covers topics including, but not limited to,
conflicts of interest, insider trading, competition and fair dealing, discrimination and
harassment, confidentiality, payments to government personnel, anti-boycott laws, U.S. embargos and
sanctions, compliance procedures and employee complaint procedures. The Code of Business Conduct
is posted on the Companys website at www.endeavourcorp.com under the Corporate Governance
caption. 
 Item 11. Executive Compensation The following table sets forth the annual and long-term compensation for services in all
capacities to the Company for the fiscal year ended December 31, 2004 for all Named Officers in
place at December 31, 2004, and for the former Chief Executive Officer for the years ended December
31, 2004, 2003 and 2002. All of the Named Officers except the former chief executive officer began
their positions with the Company during 2004. 6




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##### Table of Contents



Summary Compensation Table Long-Term CompensationAnnual Compensation

    
    
    AwardsIn
Lieu

    
    
    Restricted
    
    
    Securitiesof
Cash

    
    
    Stock
    
    
    UnderlyingCompensation

    
    
    Award(s) ($)
    
    
    OptionsName & Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    

($)
(5),
(6)
    
    

    (5)
    
    
    (#)William L. Transier (1)
    
    
    2004
    
    
    $
    14,674
    
    
    
    
    

    
    $
    500,000
    


    
    $
    500,000
    
    
    
    250,000Co-Chief Executive Officer and
DirectorJohn N. Seitz (1)
    
    
    2004
    
    
    $
    14,674
    
    
    
    
    
    
    $
    500,000
    

    
    $
    500,000
    
    
    
    250,000Co-Chief Executive Officer and
DirectorBruce H. Stover (1)
    
    
    2004
    
    
    $
    175,000
    
    
    
    
    
    
    $
    175,000
    

    
    $
    1,000,000
    
    
    
    400,000Executive Vice President,
Business Development and OperationsMichael D. Cochran (1)
    
    
    2004
    
    
    $
    175,000
    
    
    
    
    
    
    $
    175,000
    

    
    $
    700,000
    
    
    
    250,000Executive
Vice President, ExplorationH. Don Teague (2)
    
    
    2004
    
    
    $
    112,500
    
    
    
    
    
    
    $
    150,000
    

    
    $
    500,000
    
    
    
    250,000Executive Vice President,
Administration, General Counsel
and SecretaryRobert L. Thompson (3)
    
    
    2004
    
    
    $
    89,611
    
    
    
    
    
    
    $
    100,000
    

    
    $
    200,000
    
    
    
    100,000Vice President Chief Accounting
Officer and Corporate PlanningStephen P. Harrington (4)
    
    
    2004
    
    
    $
    12,500
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    President
    
    
    2003
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    2002
    
    
    $
    112,500
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    100,000
   (1)
    
    Assumed position with the Company on February 26, 2004.(2)
    
    Assumed position with the Company on March 29, 2004.(3)
    
    Assumed position with the Company on March 1, 2004.(4)
    
    Mr. Harrington served as President of the Company from February 18, 2002 through
February 26, 2004.(5)
    
    For purposes of this table, the Company valued the restricted stock granted to the
Named Officers at the agreed $2.00 per share price at which we contemporaneously sold
25,000,000 common shares to institutional and accredited investors in a private placement.
At the time of the grants the common stock of the Company was very thinly traded. On
February 26, 2004 the closing price per share the common stock as reported on the Pink
Sheets was $3.92 on a reported volume of 1,000 shares for the day.(6)
    
    The In Lieu of Cash Compensation
represents a portion of annual compensation elected by the Named
Officer to be received in the form of restricted stock. 7




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Option/SAR Grants in 2004 The following table sets forth information with respect to grants of options in 2004 pursuant
to the Companys incentive plan to the Named Officers. The Company did not grant any stock
appreciation rights in 2004. Individual GrantsNumber of
    
    
    % of Total
    
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueSecurities
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    at Assumed Annual Rates ofUnderlying
    
    
    Granted to
    
    
    Exercise or
    
    
    
    
    
    
    Stock Price AppreciationOptions
    
    
    Employees
    
    
    Base Price
    
    
    Expiration
    
    
    for Option Term (1)Name
    
    Granted (#)
    
    
    in Year
    
    
    ($/share)
    
    
    Date
    
    
    5% ($)
    
    
    10% ($)William L. Transier
    
    
    250,000
    
    
    
    14
    %
    
    $
    2.00
    
    
    
    02/25/09
    
    
    $
    138,141
    
    
    $
    305,255John N. Seitz
    
    
    250,000
    
    
    
    14
    %
    
    $
    2.00
    
    
    
    02/25/09
    
    
    $
    138,141
    
    
    $
    305,255Bruce H. Stover
    
    
    400,000
    
    
    
    22
    %
    
    $
    2.00
    
    
    
    02/25/09
    
    
    $
    221,025
    
    
    $
    488,408Michael D. Cochran
    
    
    250,000
    
    
    
    14
    %
    
    $
    2.00
    
    
    
    02/25/09
    
    
    $
    138,141
    
    
    $
    305,255H. Don Teague
    
    
    250,000
    
    
    
    14
    %
    
    $
    2.00
    
    
    
    03/23/09
    
    
    $
    138,141
    
    
    $
    305,255Robert L. Thompson
    
    
    100,000
    
    
    
    5
    %
    
    $
    2.00
    
    
    
    02/25/09
    
    
    $
    55,256
    
    
    $
    122,102
   (1)
    
    For purposes of this table, the Company calculated the potential realizable value based
upon the agreed $2.00 per share price at which we contemporaneously sold 25,000,000 common
shares to institutional and accredited investors in a private placement. At the time of
the grants the common stock of the Company was very thinly traded. On February 26, 2004
the closing price per share the common stock as reported on the Pink Sheets was $3.92 on
a reported volume of 1,000 shares for the day. 8




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Aggregated Option/SAR Exercises in the
2004 Fiscal Year and Fiscal Year-End Option/SAR Values The following table sets forth information with respect to the unexercised options to purchase
common stock granted to the Named Officers and held by them at December 31, 2004. Number of
    
    
    
    
    
    
    Value ofSecurities
    
    
    Number of
    
    
    Unexercised
    
    
    Value ofUnderlying
    
    
    Securities
    
    
    In-The-
    
    
    UnexercisedUnexercised
    
    
    Underlying
    
    
    Money
    
    
    In-The-MoneyOptions at
    
    
    Unexercised
    
    
    Options at
    
    
    Options atFiscal Year-
    
    
    Options at Fiscal
    
    
    Fiscal Year-
    
    
    Fiscal Year-Shares
    
    
    Value
    
    
    End (#)
    
    
    Year-End
    
    
    End ($)
    
    
    End ($)Acquired on
    
    
    Realized
    
    
    Exercisable
    
    
    (#)Unexercisable
    
    
    Exercisable
    
    
    UnexercisableName
    
    Exercise (#)
    
    
    ($)
    
    
    (1)
    
    
    (1)
    
    
    (1)
    
    
    (1)Stephen P. Harrington
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    189,000
    
    
    
    William L. Transier
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    547,500John N. Seitz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    547,500Bruce H. Stover
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400,000
    
    
    
    
    
    
    $
    876,000Michael D. Cochran
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    547,500H. Don Teague
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    547,500Robert L. Thompson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    219,000
   (1)
    
    The last sales price of the Common Stock on December 31, 2004 as reported on the American
Stock Exchange was $4.19 per share. Employment, Change-in-Control and Severance Agreements Co-Chief Executives.In February 2004, as part of a series of mutually interdependent
transactions including the Companys merger with NSNV, Inc. and a contemporaneous 25,000,000 share
private placement, the Companys Co-Chief Executive Officers William L. Transier and John N. Seitz
commenced employment with the Company and entered into identical three-year employment agreements,
with each receiving 250,000 shares of restricted common stock and options to purchase an additional
250,000 shares at an exercise price of $2.00 per share. Under the employment agreements, each is
entitled to an annual salary of $500,000, payable in cash or stock at the executives election, and
for 2004 each of the Co-Chief Executives elected upon commencement of employment to be paid
entirely in restricted common stock at an agreed $2.00 price per share, or 250,000 restricted
shares. Under the agreements, each is also eligible for annual bonus consideration of up to 200%
of base pay, all or any portion of which may be awarded in the sole discretion of the Companys
Board of Directors on advice of its Compensation Committee; however, no such awards were made
during 2004. The employment agreements also require the payment on termination of employment during the
contract term (i) at the Companys election other than as a result of the executives misconduct or
disability or (ii) at the executives election following a corporate change or a breach of the
employment agreement by the Company, of three times the executives most recent annual salary and
bonus (or a deemed bonus of 100% of salary if no bonus was paid in the prior year). In addition,
all unvested employee restricted common stock and options would vest upon any such termination. If either of the Co-Chief Executives were to receive an excess parachute payment as defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the Code), which would be subject
to excise tax, the Company will also reimburse all such tax payable by him plus any additional
excise and income taxes related to the reimbursement. 9




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##### Table of Contents



For purposes of Messrs. Transiers and Seitzs agreements, a corporate change includes: (i)
the acquisition by any person, other than the Company or its affiliates, of 30% or more of the
combined voting power of the Company resulting in a change of a majority of the members of the
board; (ii) the replacement of a majority of the directors under certain circumstances during a
two-year period; and (iii) the consummation of certain mergers or approval of a plan for the sale
or disposition of substantially all of the assets of the Company. Other Executive Officers.Although the Companys executive officers (other than the Co-Chief
Executive Officers) do not have employment or severance agreements, each holds employee stock
options which have not vested and become exercisable and restricted stock grants as to which
conditions to full vesting (and, therefore, lapse of forfeiture restrictions) have not occurred.
In each case, if a Change in Control occurs all vesting requirements will be accelerated such
that options held by executive officers to purchase 1,000,000 shares will become exercisable in
full at $2.00, and all restrictions on 1,500,000 shares covered by restricted stock grants will
lapse in full. Under the terms of the options, a Change In Control is defined to include (i) a sale or
transfer of substantially all of the Companys assets; (ii) the dissolution or liquidation of the
Company; (iii) a merger, reorganization or consolidation in which the Company is acquired by
another person or entity (other than a holding company formed by the Company); or (iv) the sale in
a single transaction or series of related transactions of stock representing more than 50% of the
voting power of all outstanding shares of the Company. Compensation of Directors In March 2004, the Company approved new compensation guidelines for non-employee directors
pursuant to which each outside director receives annual compensation of 5,000 shares of restricted
Common Stock, options to purchase 5,000 shares of Common Stock, and $20,000 in cash. The outside
directors receive $2,500 per annum for service as a committee chairman and $1,000 for each Board or
committee meeting attended. All directors fees are paid on a quarterly basis. The Company has
offered the directors the option of making an annual election to receive restricted common stock
grants, for a number of shares equal in value to 125% of the cash payment that they would have
otherwise received. For the year 2004, all of the directors elected to take such shares in lieu of
cash payments, and the grants vest in one-third increments on the first, second and third
anniversaries of the date of grant. In 2004 the Company also issued a grant to each of its
non-employee directors of 20,000 shares of restricted common stock and options to purchase 20,000
shares of Common Stock, each vesting in three annual increments. The options issued to Ms. Quinn
and Mr. Connally are exercisable at $2.00 per share and the options issued to Mr. Galt are
exercisable at $3.78 per share. In
February 2005, the Company approved annual equity compensation for
the non-employee directors of 20,000 shares of restricted common
stock of the Company and options to purchase 20,000 shares of
common stock, each vesting in three annual increments. Compensation Committee Interlocks and Insider Participation Mr. Connally served as a director and member of the Compensation Committee of the Company
during 2003 and 2004. He also served as the President, Chief Executive Officer and a Director of
BPK Resources, Inc. during 2002 and 2003. The Company entered into the following transactions with
BPK Resources, Inc.: Sale of Limited Partnership Interest in CSR-Waha Partners, L.P. to BPK Resources, Inc.On
January 15, 2003 the Company sold its 99% limited partnership interest in CSR-WAHA Partners, L.P.,
a Delaware limited partnership, to BPK Resources, Inc. for a purchase price of $2,000,000. Of this
amount, $150,000 was received at closing, $1,500,000 through the issuance of a promissory note due
April 30, 2003, and the balance through the issuance to the Company of 600,000 shares of BPK
Resources, Inc. 10




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##### Table of Contents



common stock. As part of the restructuring in February 2004, the 600,000 shares of BPK
Resources, Inc. were included in the transfer of the non-core assets to an entity owned by the
former holders of all of the Companys Series A Preferred Stock and certain of its Series B
Preferred Stock as part of the restructuring in February 2004. Loans to BPK Resources, Inc.Between August and October 2002, the Company provided loans to
BPK Resources, Inc. in the aggregate principal amount of $645,000. The loans accrued interest at
rates of 10% and 12% per annum. Principal and accrued interest were payable on demand. During 2002
two of the Companys subsidiaries, Knox Miss. Partners, L.P. and CSR-WAHA Partners L.P., made short
term loans to BPK Resources, Inc. All of these loans were included in the transfer of the non-core
assets to an entity owned by the former holders of all of the Companys Series A Preferred Stock
and certain of its Series B Preferred Stock as part of the restructuring in February 2004. 
  Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, as of April 22, 2005, with respect to
the securities holdings of all persons which the Company, pursuant to filings with the Securities
and Exchange Commission, has reason to believe may be deemed the beneficial owners of more than
five percent (5%) of outstanding Common Stock. The table also sets forth, as of such date, the
number of shares of Common Stock beneficially owned by each of the Companys directors, the
Co-Chief Executive Officers, the former Chief Executive Officer and each of the four other most
highly compensated individuals for 2004 who were serving as executive officers of the Company as of
December 31, 2004 (the Named Officers), individually and as a group. 11




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##### Table of Contents



Beneficial Ownership (1)Name and Address of Beneficial Owner
    
    Shares
    
    
    
    
    
    
    Percent (1)William L. Transier
    
    
    6,498,583
    
    
    
    (2
    )
    
    
    8.8
    %1000 Main Street, Suite 3300
Houston, Texas 77002John N. Seitz
    
    
    6,486,083
    
    
    
    (3
    )
    
    
    8.8
    %1000 Main Street, Suite 3300
Houston, Texas 77002Stephen P. Harrington (former Chief Executive Officer)
    
    
    1,604,542
    
    
    
    (4
    )
    
    
    2.2
    %Bruce H. Stover
    
    
    1,111,833
    
    
    
    (5
    )
    
    
    1.5
    %Michael D. Cochran
    
    
    886,833
    
    
    
    (6
    )
    
    
    1.2
    %H. Don Teague
    
    
    518,333
    
    
    
    (3
    )
    
    
    *Robert L. Thompson
    
    
    232,333
    
    
    
    (7
    )
    
    
    *John B. Connally III
    
    
    314,933
    
    
    
    (8
    )
    
    
    *Nancy K. Quinn
    
    
    77,433
    
    
    
    (9
    )
    
    
    *Barry J. Galt
    
    
    109,593
    
    
    
    (9
    )
    
    
    *All directors and executive officers as a group (10 persons)
    
    
    17,840,499
    
    
    
    (10
    )
    
    
    24.1
    %
   *
    
    Less than 1%.(1)
    
    Pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934,
shares are deemed to be beneficially owned by a person if he directly or indirectly has or shares
the power to vote or dispose of such shares or to direct the vote or disposition of such shares,
whether or not he has any pecuniary interest in such shares, or if he has the right to acquire the
power to vote or dispose of such shares or to direct the vote or disposition of such shares within
60 days, including any right to acquire such power through the exercise of any option, warrant or
right. This table has been prepared based on 74,078,688 shares of Common Stock outstanding as of
May 4, 2005.(2)
    
    Includes 83,333 shares issuable upon exercise of options. Also includes 12,500 shares owned of
record by Lighthouse Bypass Trust of which Mr. Transier is the trustee and has voting and investing
power. Mr. Transier has no economic interest in the
12,500 shares owned by the Lighthouse Bypass Trust.(3)
    
    Includes 83,333 shares issuable upon exercise of options.(4)
    
    Includes 100,000 shares issuable upon exercise of
options. Also includes 1,279,572 shares
owned of record by SPH Investments, Inc., of which Mr. Harrington is the sole officer and director.(5)
    
    Includes 133,333 shares issuable upon exercise of options. 12




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##### Table of Contents



(6)
    
    Includes 83,333 shares issuable upon exercise of options. Also includes 250,000 shares owned
of record by 1600 Group, LLC, of which Mr. Cochran is the manager and has sole voting and investing
power.(7)
    
    Includes 33,333 shares issuable upon exercise of options.(8)
    
    Includes 106,667 shares issuable upon exercise of options.(9)
    
    Includes 6,667 shares issuable upon exercise of options.(10)
    
    Includes 719,999 shares issuable upon exercise of options. Series B Preferred Stock The holders of the Companys Series B Preferred Stock are entitled to vote with the holders of
Common Stock on all matters for which stockholders are entitled to vote. Each share of Series B
Preferred Stock is entitled to one vote per share. As
of May 4, 2005, the Company has reason to believe that Michael Lauer, 7 Dwight Lane,
Greenwich Connecticut 06831, was the beneficial owner of all 19,714 outstanding shares of Series B
Preferred Stock. Equity Compensation Plan Information The following table sets forth certain information about the Companys equity compensation
plans at December 31, 2004. Number ofsecuritiesremainingNumber of
    
    
    Weighted-
    
    
    available forsecurities to be
    
    
    average
    
    
    future issuanceissued upon
    
    
    exercise price
    
    
    under equityexercise of
    
    
    of outstanding
    
    
    compensationoutstanding
    
    
    options,
    
    
    plans (excludingoptions, warrants
    
    
    warrants and
    
    
    securities reflectedand rights
    
    
    rights
    
    
    in column (a))(a)
    
    
    (b)
    
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    1,902,500
    
    
    $
    2.03
    
    
    
    3,435,284Equity compensation
plans not approved
by security holders
    
    
    975,000
    
    
    $
    2.64
    
    
    
    Total
    
    
    2,877,500
    
    
    $
    2.24
    
    
    
    3,435,284
 Of the 975,000 options identified above, 700,000 options were issued to the Companys
directors in November 2002 and August 2003 and 275,000 options were issued to outside consultants
in May and July 2001 for services provided. The options have terms of five years from the date of
grant and were immediately exercisable after issuance. The options were not issued pursuant to any
formal plan. 13




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions Sublease with Reliant Energy Corporate Services, LLC.During third quarter of 2004 we
executed a sublease for office space with Reliant Energy Corporate Services, LLC through March 31,
2008. Mr. Transier, a director and Co-Chief Executive Officer of the Company, is a member of the
board of directors of the parent company of Reliant Energy Corporate Services, LLC. Lease payments
are expected to be approximately $180,000 for each of the years ended December 31, 2005, 2006 and
2007 and $45,000 for the year ended December 31, 2008. Contract with GX Technology Corporation.In December 2004, the Company entered into a
contract with GX Technology Corporation pursuant to which GX Technology Corporation would provide
seismic data analysis to the Company for approximately $0.3 million. Mr. Seitz, a director and
Co-Chief Executive Officer of the Company, is a member of the board of directors of the parent
company, Input/Output, Inc., of GX Technology Corporation. At December 31, 2004, the Company had
not yet paid any funds under the contract. Sale of Non-Core Assets.As part of the February 2004 restructuring, the Company sold certain
non-core assets to an entity owned by the former holders of all of the Companys Series A Preferred
Stock and certain of its Series B Preferred Stock in February 2004. Stephen P. Harrington, former
President, Treasurer, and Chairman of the Board of Directors, beneficially owned approximately 36%
of the Series A Preferred Stock and FEQ Investments, Inc., and its affiliate KAB Investments, Inc.,
beneficially owned approximately 20% of the Series A Preferred Stock. In addition, FEQ Investments,
Inc. and Mr. Harrington owned 17,712.86 shares of the Series B Preferred Stock. A majority of our
disinterested directors approved this transfer of the non-core assets. Purchase of Securities from RAM Trading, Ltd.On December 16, 2003, RAM Trading Ltd. (RAM)
entered into an agreement with Lancer Offshore, Inc. and Lancer Partners, L.P. to purchase
14,097,672 shares of Common Stock and 103,500.07 shares of our Series B Preferred Stock
(collectively, the Lancer Shares) for $5,280,948. Concurrent with the execution of the foregoing
agreement, we entered into an agreement with RAM to purchase the Lancer Shares for $5,330,948,
subject to RAM completing the purchase of the Lancer Shares. Both the RAM purchase of the Lancer
Shares and the Companys purchase of the Lancer Shares from RAM were consummated on February 26,
2004. Sale of Partnership Interest.In April 2005, we sold our partnership interest in PHT
Partners, LP to a private entity for $19.5 million. Andrew Cochran, the son of Michael D. Cochran,
an executive officer of the Company, became an employee in April 2005 of that UK private entity. The sale price was
determined negotiations between the Companys management and the management of the purchasing entity and approved by the
Companys Board of Directors after disclosure of such relationship. 
 Item 14. Principal Accounting Fees and Services. Independent Public Accountants and Audit Fees Summary Change in Independent Accountant.The Companys principal accountant for 2002 and 2003 was L
J Soldinger Associates, LLC. In February 2004, the Company completed a series of transactions that
significantly expanded the scope and objectives of the Company under the leadership of a new
management team. After the transactions were consummated, the Board of Directors determined that a
change in independent auditors was appropriate. Effective April 29, 2004, the Audit Committee of
the Board of Directors approved such change. During the two-year period ended December 31, 2003
and the subsequent period prior to such change, there were no disagreements with the former
independent auditor, whether resolved or not, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreement, if not
resolved to the satisfaction of the former independent auditor, would have caused it to make
reference to the subject matter of the disagreement in connection with its report. The former
independent auditors report for each year of the 14




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##### Table of Contents



two-year period ended December 31, 2003 did not contain an adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Effective April 29, 2004, the Audit Committee of the Board of Directors approved the
engagement of KPMG LLP as the principal accountants to audit the Companys financial statements,
including audit of internal controls over financial reporting. During the two-year period ended
December 31, 2003 and the subsequent period prior to such appointment, the Company did not consult
the newly engaged independent registered public accounting firm regarding either the application of
accounting principles to a specified transaction or the type of audit opinion that might be
rendered on our financial statements, nor on any matter that was either the subject of a
disagreement or a reportable event. Audit and Non-Audit Fees Summary.The total fees billed by the respective principal
accountant for fiscal years 2004 and 2003 consisted of: 20032004
    
    
    L J SoldingerKPMG
    
    
    AssociatesAudit Fees (1)
    
    $
    468,000
    
    
    $
    361,000Audit-Related Fees (2)
    
    
    64,000
    
    
    
    Tax Fees (3)
    
    
    18,667
    
    
    
    25,000All Other Fees (4)
    
    
    3,521
    
    
    
    
   (1)
    
    Audit fees relate to professional services rendered for the audit of the annual
financial statements on Form 10-K or Form 10-KSB, the review of financial statements
included in quarterly reports on Form 10-Q or Form 10-QSB and audit services provided in
connection with statutory and regulatory filings, including audit of internal controls over
financial reporting.(2)
    
    Audit-related fees relate to professional services rendered for registration statements
and offerings.(3)
    
    Tax fees relate to professional services rendered related to international tax
compliance and consulting.(4)
    
    Other fees relate to professional services rendered related to assistance with
registration of a foreign (Norwegian) entity. The Audit Committee approved 100% of the fees paid to the Companys principal accountant for
audit-related, tax and other fees. The Audit Committee pre-approves all non-audit services to be
performed by our principal accountant in accordance with the Audit Committee Charter. 
 Item 15. Exhibits and Financial Statement Schedules (a) (3) Exhibits. See Index of Exhibits below which lists the documents filed as exhibits herewith. (b) Exhibits. See Index of Exhibits below which lists the documents filed as exhibits herewith. 15




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##### Table of Contents



SIGNATURES 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. Endeavour International Corporation By:
    
    /s/ William L. Transier
    
    /s/ John N. SeitzWilliam L. Transier
    
    John N. SeitzCo-Chief Executive Officer
    
    Co-Chief Executive Officer
 Date: May 5, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated. Signature
    
    Title
    
    DateBy:
    
    /s/ William L. Transier
    
    Co-Chief Executive Officer and
    
    May 5, 2005William L. Transier
    
    Director (Co-Principal ExecutiveOfficer)By:
    
    /s/ John N. Seitz
    
    Co-Chief Executive Officer and
    
    May 5, 2005John N. Seitz
    
    Director (Co-Principal ExecutiveOfficer)By:
    
    /s/ John B. Connally III
    
    Director
    
    May 5, 2005John B. Connally IIIBy:
    
    /s/ Barry J. Galt
    
    Director
    
    May 5, 2005Barry J. GaltBy:
    
    /s/ Nancy K. Quinn
    
    Director
    
    May 5, 2005Nancy K. QuinnBy:
    
    /s/ Robert L. Thompson
    
    Chief Accounting Officer
    
    May 5, 2005Robert L. Thompson
    
    (Principal Financial Officer andPrincipal Accounting Officer)
 16




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##### Table of Contents



Index to Exhibits Exhibit
    
    Description*31.1
    
    Certificates of William L. Transier, Co-Chief Executive Officer,
pursuant to Rule 13a-14(a) of the Securities and Exchange Act of
1934, as amended.*31.2
    
    Certificate of John N. Seitz, Co-Chief Executive Officer, pursuant
to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as
amended.*31.3
    
    Certificate of Robert L. Thompson, Chief Accounting Officer,
pursuant to Rule 13a-14(a) of the Securities and Exchange Act of
1934, as amended.*32.1
    
    Certification of William L. Transier, Co-Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certificate of John N. Seitz, Co-Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.*32.3
    
    Certification of Robert L. Thompson, Chief Accounting Officer,
pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
   *
    
    Filed herewith. 17