** **

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

# **Washington, D.C. 20549**

 

#### **FORM 10-K/A**

 

#### ** Amendment No. 1 to Form 10-K filed March 16,2005**

 

**ý****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31, 2004**

**OR**

** **

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

** **

##### **For the transition period from      to     **

 

**Commission file number:  0-22149**

** **

#### **EDGE PETROLEUM CORPORATION**

(Exact name of Registrant as specified in itscharter)

 

| **Delaware**                                                 | ** ** | **76-0511037**      |
|--------------------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                              |       | (I.R.S. Employer    |
| incorporation or organization)                               |       | Identification No.) |
|                                                         |       |                |
| **1301 Travis, Suite 2000**                                  | ** ** | ** **          |
| **Houston, Texas**                                           | ** ** | **77002**           |
| (Address of principal executive offices)                     |       | (Zip code)          |
|                                                         |       |                |
| **713-654-8960**                                             |
| (Registrant’s telephone number including  area code)    |
|                                                         |       |                |
| Securities registered pursuant to Section  12(b) of the Act: |
| **None**                                                     |
|                                                         |       |                |
| Securities registered pursuant to Section  12(g) of the Act: |
| **Common Stock, Par Value $.01 Per Share**                   |

 

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Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

Yes  ý   No o

 

Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether theregistrant is an accelerated filer.

 

Yes  ý   No o

 

As of June 30, 2004, the aggregate market value of the voting stock heldby non-affiliates of the registrant was $210.5 million (based on a value of$17.00 per share, the closing price of the Common Stock as quoted by NASDAQNational Market on such date).

 

As of March 11, 2005, 17,100,155 shares of Common Stock, par value $.01per share, were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

***                                               ***Portions ofthe definitive proxy statement for the registrant’s 2005 Annual Meeting ofShareholders, to be filed pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, are incorporated by reference into Part III of thisreport.

*** ***

*** ***

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*** ***

**EXPLANATORY NOTE**

 

ThisAmendment No. 1 (this “Amendment”) to the Form 10-K of Edge PetroleumCorporation (“Edge”, the “Company”, “we”, “our”, or “us”) for the year endedDecember 31, 2004 (the “Form 10-K”), which was originally filed on March16, 2005, is being filed to include Management’s Annual Report on InternalControls over Financial Reporting and ourIndependent Registered Public Accounting Firm’s Assessment of that report. ITEM 9A. “CONTROLSAND PROCEDURES” has been amended to include these reports and Item 15 has beenamended to reflect the filing of the relevant exhibits with this Amendment andno other sections were affected. This Amendment is filed pursuant to Securitiesand Exchange Commission Release No. 34-50754, which provides an extension forthe filing of these items.

 

This Amendment does not affect the original financial statements orfootnotes as originally filed. This amendment does not reflect events occurringafter the original filing of the Form 10-K, and does not modify or update thedisclosures therein in any way other than as required to reflect the amendmentsas described above and set forth below.

*** ***

***ITEM 9A. CONTROLS AND PROCEDURES***

 

**(a) Disclosure Controls and Procedures.**We maintain disclosure controls and procedures that are designed to providereasonable assurance that information required to be disclosed by us in thereports that we file or submit to the Securities and Exchange Commission underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), isrecorded, processed, summarized and reported within the time periods specifiedby the Commission’s rules and forms, and that information is accumulated andcommunicated to our management, including our Chief Executive Officer and ChiefFinancial Officer, as appropriate to allow timely decisions regarding requireddisclosure.

 

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried outan evaluation, under the supervision and with the participation of management,including our Chief Executive Officer and Chief Financial Officer, of theeffectiveness of our disclosure controls and procedures as of the end of theperiod covered by this report.  Asdescribed below under Management’s Annual Report on Internal Control overFinancial Reporting, we identified a material weakness in the Company’sinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)). As a result of this material weakness, our ChiefExecutive Officer and Chief Financial Officer have concluded that, as of theend of the period covered by this Annual Report on Form 10-K/A, the Company’sdisclosure controls and procedures were not effective.

 

In light of this material weakness, in preparing its financialstatements as of and for the fiscal year ended December 31, 2004, the Companyperformed additional analyses and other post-closing procedures pertaining tothe elimination of intercompany transactions in an effort to ensure the Company’sconsolidated financial statements included in our Annual Report on Form 10-K,as originally filed, for the fiscal year ended December 31, 2004 have beenprepared in accordance with generally accepted accounting principles. We alsofiled Amendment No. 1 to our Quarterly Report on Form 10-Q for the period endedSeptember 30, 2004 to restate our September 30, 2004 financial statements forthe correction of this error and corrected the earnings release for December31, 2004. Additionally, during the first quarter of 2005, we implementedadditional controls and procedures, as discussed below in paragraph (d) of thisItem 9A, that we believe remediate the weakness. BDO Seidman, LLP’s auditreport, dated March 14, 2005, expressed an unqualified opinion on ourconsolidated financial statements and its assessment of Management’s AnnualReport on Internal Control over Financial Reporting is included herein underparagraph (e).

 

 

**(b) Management’s Annual Report on InternalControl over Financial Reporting.**Management,including the Company’s CEO and CFO, has the responsibility for establishingand maintaining adequate internal control over financial reporting, as definedin the Exchange Act, Rule 13a-15(f). Internal control over financial reporting is a process designed by, orunder the supervision of, the Company’s principal executive and principalfinancial officers, or persons performing similar functions and effected by theCompany’s Board of Directors, management and other personnel, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withaccounting principles generally accepted in the United States of America (“GAAP”).  Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements.  In addition, projections of any evaluation ofeffectiveness to future periods are 

 

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subject to the risk that controls may become inadequate or insufficientbecause of changes in operating conditions, or that the degree of compliancewith the policies or procedures may deteriorate.

 

A control deficiencyexists when the design or operation of a control does not allow management oremployees, in the ordinary course of performing their assigned functions, toprevent or detect misstatements on a timely basis.  A significant deficiency is a controldeficiency, or combination of control deficiencies, that adversely affects theCompany’s ability to initiate, authorize, record, process, or report externalfinancial data reliably in accordance with GAAP, such that there is a more thanremote likelihood that a misstatement of the Company’s annual or interimfinancial statements that is more than inconsequential will not be prevented ordetected.  A material weakness is acontrol deficiency, or combination of control deficiencies, that results inmore than a remote likelihood that a material misstatement of the annual orinterim financial statements will not be prevented or detected.

 

Management assessedinternal control over financial reporting of the Company and subsidiaries as ofDecember 31, 2004.  The Company’smanagement conducted its assessment in accordance with the *Internal Control — Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”).  In March 2005, managementdiscovered an error in a spreadsheet application, which was designed toeliminate intercompany balances.  As aresult of the error, amounts accumulated in the property account for onesubsidiary were also included as an accrued capital expenditure by anothersubsidiary and inadvertently not eliminated in consolidation.  This caused property balances to beoverstated.  This error in the propertybalance also impacted the computation of depletion expense and thereforeoperating expenses, operating income, income tax expense, net income andearnings per share.  As a result of theerror, the Company restated the September 30, 2004 financial statements, asreflected in Amendment No. 1 to Form 10-Q for the quarterly period endedSeptember 30, 2004 and corrected the earnings release for December 31, 2004.  The error arose as a result of a change inaccounting processes that occurred during the second quarter of 2004 andtherefore prior year results were not affected and second quarter 2004 resultswere not materially affected.

 

Management hasconcluded, based on the circumstances involving the error discussed above, thatas of December 31, 2004, a material weakness in internal control over financialreporting existed with respect to the design of the Company’s controls over theelimination of intercompany balances and transactions.  As a result of the assessment performed andthe material weakness noted, management has concluded that the internal controlover financial reporting was not effective as of December 31, 2004.

 

BDO Seidman, LLP, theindependent registered public accounting firm who also audited the Company’sconsolidated financial statements, has issued its own attestation report onmanagement’s assessment of the effectiveness of internal control over financialreporting as of December 31, 2004, which is filed herewith.

 

 

**(c) Changes in Internal Control OverFinancial Reporting.** There have not been any changes in the Company’s internal control overfinancial reporting during the fiscal quarter ended December 31, 2004 that havematerially affected, or are reasonably likely to materially affect, the Company’sinternal control over financial reporting. As described above in paragraph (b)of Item 9A under Management’s Annual Report on Internal Control over Financial Reporting,the Company identified a material weakness in the Company’s internal controlover financial reporting and, as described below in paragraph (d) of this Item9A, the Company made changes to its internal control over financial reportingduring the first quarter of 2005 that we believe remediate such weakness.

 

 

**(d) Remediation of the Material Weakness in Internal Controlover Financial Reporting.**  As described above, management’s assessmentof its internal control over financial reporting identified a material weaknessin the Company’s internal control over financial reporting related to theCompany’s elimination of intercompany transactions. Specifically, in 2004, anerror of approximately $6.0 million overstated property at September 30, 2004and December 31, 2004 and as a result, the calculation of depletion expense andincome tax expense were also overstated causing net income and earnings pershare to be understated. This error arose as a result of a change in anaccounting process that occurred during the second quarter of 2004. The changein process was made in order to meet our shortening reporting deadlines withour then-existing staffing level. To remediate this material weakness, in thefirst quarter of 2005, management effectively corrected the problem byre-instituting the accounting process we had used prior to the second quarterof 2004. We were able to re-institute the old method as a result of increasingour staffing levels to assist with the closing of our financial statements.

 

Management believes that these actions will strengthen our disclosurecontrols and procedures, as well as our internal control over financialreporting, and will remediate the material weakness that the Company identifiedin its

 

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internal control over financial reporting as of December 31, 2004. Wehave discussed this material weakness and our remediation steps with our AuditCommittee.

 

 

**(e) Report of Independent Registered PublicAccounting Firm**

 

Board of Directors andStockholdersEdge Petroleum Corporation

Houston, Texas

 

We have audited management’s assessment, included in the accompanyingManagement’s Annual Report on Internal Controls Over Financial Reportingappearing under Item 9A, that Edge Petroleum Corporation did not maintaineffective internal control over financial reporting as of December 31, 2004,because of the effect of the material weakness identified in management’sassessment, based on criteria established in *InternalControl—Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).* *Management of EdgePetroleum Corporation is responsible for maintaining effective internal controlover financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting. Our responsibility is to express an opinion on management’s assessmentand an opinion on the effectiveness of the Company’s internal control overfinancial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in allmaterial respects.  Our audit includedobtaining an understanding of internal control over financial reporting,evaluating management’s assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances.  We believe that our audit provides areasonable basis for our opinion.

 

A company’s internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with accounting principles generally accepted in the United Statesof America.  A company’s internal controlover financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withaccounting principles generally accepted in the United States of America, andthat receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

 

Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

 

A material weakness is a control deficiency, or combination of controldeficiencies, that results in more than a remote likelihood that a materialmisstatement of the annual or interim financial statements will not beprevented or detected. The following material weakness has been identified andincluded in management’s assessment. An error was identified in a spreadsheetapplication, which was designed to eliminate intercompany balances.  As a result of the error, amounts accumulatedin the property account for one subsidiary were also included as an accruedcapital expenditure by another subsidiary and did not eliminate inconsolidation.  This material weaknesswas considered in determining the nature, timing, and extent of audit testsapplied in our audit of the 2004 financial statements, and this report does notaffect our report dated March 14, 2005 on those financial statements.

 

In our opinion, management’s assessment that Edge Petroleum Corporationdid not maintain effective internal control over financial reporting as ofDecember 31, 2004, is fairly stated, in all material respects, based oncriteria established in *InternalControl—Integrated Framework* issued by COSO.   Also, in our opinion, because of the effectof the material weakness described above on the achievement of the objectivesof the control criteria, Edge Petroleum Corporation has not maintained effectiveinternal control over financial reporting as of December 31, 2004, based oncriteria established in*InternalControl—Integrated Framework*issued by COSO.

 

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We do not express an opinion or any other form of assurance onmanagement’s statement referring to the effectiveness of the processre-instituted to remediate the material weakness.

 
|   | /s/ BDO Seidman, LLP |   |
|--------|----------------------|--------|
|   | BDO Seidman, LLP     |

 

Houston, Texas

April 14, 2005

 

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**PART IV**

 

***ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES***

 
| (a)    |   | Financial Statements and Schedules:                                      |
|--------|--------|--------------------------------------------------------------------------|
|   |   | 1.                                                                       | Financial Statements: See Index to the Consolidated Financial  Statements and Supplementary Information immediately following the signature  page of the Form 10-K as originally filed. |
|   |   |                                                                     |   |
|   |   | 2.                                                                       | Financial Statement Schedule: See Index to the Consolidated Financial  Statements and Supplementary Information immediately following the signature  page of the Form 10-K as originally filed. |
|   |   |                                                                     |   |   |
| (b)    |   | Exhibits: The following documents are filed  as exhibits to this report: |
|   |   | 2.1                                                                      | — | Amended and Restated Combination Agreement by and among (i) Edge  Group II Limited Partnership, (ii) Gulfedge Limited Partnership, (iii) Edge  Group Partnership, (iv) Edge Petroleum Corporation, (v) Edge Mergeco,  Inc. and (vi) the Company, dated as of January 13, 1997 (Incorporated by  reference from exhibit 2.1 to the Company’s Registration Statement on Form  S-4 (Registration No. 333-17269)). |
|   |   |                                                                     |   |   |
|   |   | 2.2                                                                      | — | Agreement and Plan of Merger dated as of May 28, 2003 among Edge  Petroleum Corporation, Edge Delaware Sub Inc. and Miller Exploration Company  (Miller”) (Incorporated by reference from Annex A to the Joint Proxy  Statement/Prospectus contained in the Company’s Registration Statement on  Form S-4/A filed on October 31, 2003 (Registration No. 333-106484)). |
|   |   |                                                                     |   |   |
|   |   | 2.3                                                                      | — | Asset Purchase Agreement by and among Contango STEP, L.P., Contango  Oil & Gas Company, Edge Petroleum Exploration Company and Edge Petroleum  Corporation dated October 7, 2004 (Incorporated by reference from exhibit 2.1  to the Company’s Current Report on Form 8-K filed October 12, 2004). |
|   |   |                                                                     |   |   |
|   |   | 3.1                                                                      | — | Restated Certificate of Incorporation of the Company (Incorporated by  reference from exhibit 3.1 to the Company’s Registration Statement on Form  S-1/A filed on February 5, 1997 (Registration No. 333-17267)). |
|   |   |                                                                     |   |   |
|   |   | 3.2                                                                      | — | Certificate of Amendment to the Restated Certificate of Incorporation  of the Company (Incorporated by reference from exhibit 3.1 to the Company’s  Registration Statement on Form S-1/A filed on February 5, 1997 (Registration  No. 333-17267)). |
|   |   |                                                                     |   |   |
|   |   | 3.3                                                                      | — | Bylaws of the Company (Incorporated by Reference from exhibit 3.3 to  the Company’s Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 1999). |
|   |   |                                                                     |   |   |
|   |   | 3.4                                                                      | — | First Amendment to Bylaws of the Company on September 28, 1999  (Incorporated by reference from exhibit 3.2 to the Company’s Quarterly Report  on Form 10-Q for the quarterly period ended September 30, 1999). |
|   |   |                                                                     |   |   |
|   |   | 3.5                                                                      | — | Second Amendment to Bylaws of the Company on May 7, 2003  (Incorporated by reference from exhibit 3.4 to the Company’s Quarterly Report  on Form 10-Q for the quarterly period ended March 31, 2003). |
|   |   |                                                                     |   |   |
|   |   | 4.1                                                                      | — | Third Amended and Restated Credit Agreement dated December 31, 2003  among Edge Petroleum Corporation, Edge Petroleum Exploration Company, Edge  Petroleum Operating Company, Inc., Miller Oil Corporation, and Miller  Exploration Company, as borrowers, the lenders thereto and Union Bank of  California, N.A., a national banking association, as Agent (Incorporated by  reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for  the quarterly period ended March 31, 2004). |
|   |   |                                                                     |   |   |
|   |   | 4.2                                                                      | — | Common Stock Subscription Agreement dated as of April 30, 1999  between the Company and the purchasers named therein (Incorporated by  reference from exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q/A  for the quarter ended March 31, 1999). |
|        |        |                                                                          |  |  |  |  |

 

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|   |   | 4.3        | — | Registration Rights  Agreement by and among Edge Petroleum Corporation, Guardian Energy Management  Corp., Kelly E. Miller and the Debra A. Miller Trust, dated December 4, 2003  (Incorporated by reference from exhibit 4.2 to the Company’s Registration  Statement on Form S-3 filed on February 3, 2004 (Registration No.  333-112462)). |
|--------|--------|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | 4.4        | — | Miller Exploration Company Stock Option and Restricted Stock Plan of  1997 (Incorporated by reference from exhibit 10.1(a) to Miller Exploration  Company’s Annual Report on Form 10-K for the year ended December 31, 1997  (File No. 000-23431)).                                                                                           |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | 4.5        | — | Amendment No. 1 to the Miller Exploration Company Stock Option and  Restricted Stock Plan of 1997 (Incorporated by reference to Exhibit 4.2 from  Miller Exploration Company’s Registration Statement on Form S-8 filed on  April 11, 2001 (Registration No. 333-58678)).                                                                     |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | 4.6        | — | Amendment No. 2 to the Miller Exploration Company Stock Option and  Restricted Stock Plan of 1997 (Incorporated by reference from Exhibit 4.3 to  Miller Exploration Company’s Registration Statement on Form S-8 filed on  April 11, 2001 (Registration No. 333-58678)).                                                                     |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | 4.7        | — | Form of Miller Stock Option Agreement (Incorporated by reference from  exhibit 10.1(b) to Miller Exploration Company’s Annual Report on Form 10-K  for the year ended December 31, 1997 (File No. 000-23431)).                                                                                                                                |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.1 | — | Form of Indemnification Agreement between the Company and each of its  directors (Incorporated by reference from exhibit 10.7 to the Company’s  Registration Statement on Form S-4 (Registration No. 333-17269)).                                                                                                                             |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.2 | — | Stock Option Plan of Edge Petroleum Corporation, a Texas corporation  (Incorporated by reference from exhibit 10.13 to the Company’s Registration  Statement on Form S-4 (Registration No. 333-17269)).                                                                                                                                       |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.3 | — | Employment Agreement dated as of November 16, 1998, by and between  the Company and John W. Elias (Incorporated by reference from 10.12 to the  Company’s Annual Report on Form 10-K for the year ended December 31, 1998).                                                                                                                   |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.4 | — | Incentive Plan of Edge Petroleum Corporation as Amended and Restated  Effective as of June 1, 2004 (Incorporated by reference from exhibit 10.9 to  the Company’s Quarterly Report on Form 10-Q for the quarterly period ended  June 30, 2004).                                                                                               |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.5 | — | Edge Petroleum Corporation Incentive Plan “Standard Non-Qualified  Stock Option Agreement” by and between Edge Petroleum Corporation and the  Officers named therein (Incorporated by reference from exhibit 10.2 to the  Company’s Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 1999).              |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.6 | — | Edge Petroleum Corporation Incentive Plan “Director Non-Qualified  Stock Option Agreement” by and between Edge Petroleum Corporation and the  Directors named therein (Incorporated by reference from exhibit 10.3 to the  Company’s Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 1999).             |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.7 | — | Severance Agreements by and between Edge Petroleum Corporation and  the Officers of the Company named herein (Incorporated by reference from  exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly  period ended September 30, 1999).                                                                                |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.8 | — | Form of Director’s  Restricted Stock Award Agreement under the Incentive Plan of Edge Petroleum  Corporation (Incorporated by reference from exhibit 10.12 to the Company’s  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).                                                                                |
|   |   |       |   |                                                                                                                                                                                                                                                                                                                                               |
|   |   | †10.9 | — | Form of Employee Restricted Stock Award Agreement under the Incentive  Plan of Edge Petroleum Corporation (Incorporated by reference from exhibit  10.15 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly  period ended March 31, 1999).                                                                                    |

 

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|   |   | †10.10   | — | Edge Petroleum Corporation Amended and Restated Elias Stock Incentive  Plan. (Incorporated by reference from exhibit 4.5 to the Company’s  Registration Statement on Form S-8 filed May 30, 2001 (Registration No.  333-61890)).           |
|--------|--------|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | †10.11   | — | Form of Edge Petroleum Corporation John W. Elias Non-Qualified Stock  Option Agreement (Incorporated by reference from exhibit 4.6 to the Company’s  Registration Statement on Form S-8 filed May 30, 2001 (Registration No.  333-61890)). |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **†10.12 | — | Summary of  Compensation of Non-Employee Directors.                                                                                                                                                                                             |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **†10.13 | — | Salaries and Other  Compensation of Executive Officers.                                                                                                                                                                                         |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **†10.14 | — | Description of 2004 Bonus Program for Executive Officers.                                                                                                                                                                                       |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **21.1        | — | Subsidiaries of the Company.                                                                                                                                                                                                                    |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **23.1        | — | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                    |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **23.2        | — | Consent of Ryder Scott Company.                                                                                                                                                                                                                 |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **23.3        | — | Consent of W. D. Von Gonten & Co.                                                                                                                                                                                                           |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | *23.4         | — | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                    |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **31.1        | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                            |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **31.2        | — | Certification by Michael G. Long, Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                          |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | *31.3         | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                            |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | *31.4         | — | Certification by Michael G. Long, Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                          |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **32.1        | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002.                                                                               |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **32.2        | — | Certification by Michael G. Long, Chief Financial Officer, pursuant  to 18 USC Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                             |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **99.1        | — | Summary of Reserve Report of Ryder Scott Company Petroleum Engineers  as of December 31, 2004.                                                                                                                                                  |
|   |   |          |   |                                                                                                                                                                                                                                            |
|   |   | **99.2        | — | Summary of Reserve Report of W. D. Von Gonten & Co. Petroleum  Engineers as of December 31, 2004.                                                                                                                                           |

 

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* Filed herewith.

** Previously filed with original Form 10-K on March 16, 2005.

† Denotes management or compensatorycontract, arrangement or agreement.

 

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**SIGNATURES**

### ** **

### **Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.**

##### ** **

 
|                              | **Edge Petroleum Corporation**                     |
|-----------------------------------|----------------------------------------------------|
| Date:   April  20, 2005 |                                               |
|                              | /S/ John W.  Elias                                 |
|                              | John W. Elias                                      |
|                              | Chief Executive  Officer and Chairman of the Board |

 

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# **INDEX TO EXHIBITS**

 

Exhibit No.

 
| 2.1    |   | — | Amended and Restated Combination Agreement  by and among (i) Edge Group II Limited Partnership, (ii) Gulfedge Limited  Partnership, (iii) Edge Group Partnership, (iv) Edge Petroleum Corporation,  (v) Edge Mergeco, Inc. and (vi) the Company, dated as of  January 13, 1997 (Incorporated by reference from exhibit 2.1 to the  Company’s Registration Statement on Form S-4 (Registration No. 333-17269)).                                                                                  |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.2    |   | — | Agreement and Plan of Merger dated as of  May 28, 2003 among Edge Petroleum Corporation, Edge Delaware Sub Inc. and  Miller Exploration Company (Miller”) (Incorporated by reference from Annex A  to the Joint Proxy Statement/Prospectus contained in the Company’s  Registration Statement on Form S-4/A filed on October 31, 2003 (Registration  No. 333-106484)).                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.3    |   | — | Asset Purchase Agreement by and among  Contango STEP, L.P., Contango Oil & Gas Company, Edge Petroleum  Exploration Company and Edge Petroleum Corporation dated October 7, 2004  (Incorporated by reference from exhibit 2.1 to the Company’s Current Report  on Form 8-K filed October 12, 2004).                                                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1    |   | — | Restated Certificate of Incorporation of  the Company (Incorporated by reference from exhibit 3.1 to the Company’s  Registration Statement on Form S-1/A filed on February 5, 1997 (Registration  No. 333-17267)).                                                                                                                                                                                                                                                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2    |   | — | Certificate of Amendment to the Restated  Certificate of Incorporation of the Company (Incorporated by reference from  exhibit 3.1 to the Company’s Registration Statement on Form S-1/A filed on  February 5, 1997 (Registration No. 333-17267)).                                                                                                                                                                                                                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.3    |   | — | Bylaws of the Company (Incorporated by  Reference from exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for  the quarterly period ended September 30, 1999).                                                                                                                                                                                                                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.4    |   | — | First Amendment to Bylaws of the Company on  September 28, 1999 (Incorporated by Reference from exhibit 3.4 to the  Company’s Quarterly Report on Form 10-Q for the quarterly period ended March  31, 2003).                                                                                                                                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.5    |   | — | Second Amendment to Bylaws of the Company  on May 7, 2003 (Incorporated by reference from exhibit 3.2 to the Company’s  Quarterly Report on Form 10-Q for the quarterly period ended September 30,  1999).                                                                                                                                                                                                                                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.1    |   | — | Third Amended and Restated Credit Agreement  dated December 31, 2003 among Edge Petroleum Corporation, Edge Petroleum  Exploration Company, Edge Petroleum Operating Company, Inc., Miller Oil  Corporation, and Miller Exploration Company, as borrowers, the lenders  thereto and Union Bank of California, N.A., a national banking association,  as Agent (Incorporated by reference from Exhibit 4.1 to the Company’s  Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004). |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2    |   | — | Common Stock Subscription Agreement dated  as of April 30, 1999 between the Company and the purchasers named therein  (Incorporated by reference from exhibit 4.5 to the Company’s Quarterly Report  on Form 10-Q/A for the quarter ended March 31, 1999).                                                                                                                                                                                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3    |   | — | Registration  Rights Agreement by and among Edge Petroleum Corporation, Guardian Energy  Management Corp., Kelly E. Miller and the Debra A. Miller Trust, dated  December 4, 2003 (Incorporated by reference from exhibit 4.2 to the Company’s  Registration Statement on Form S-3 filed on February 3, 2004 (Registration  No. 333-112462)).                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4    |   | — | Miller Exploration Company Stock Option and  Restricted Stock Plan of 1997 (Incorporated by reference from exhibit 10.1(a)  to Miller Exploration Company’s Annual Report on Form 10-K for the year ended  December 31, 1997 (File No. 000-23431)).                                                                                                                                                                                                                                                       |

 

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| 4.5           |   | — | Amendment No. 1 to the Miller Exploration  Company Stock Option and Restricted Stock Plan of 1997 (Incorporated by  reference to Exhibit 4.2 from Miller Exploration Company’s Registration  Statement on Form S-8 filed on April 11, 2001 (Registration No. 333-58678)).                                                         |
|---------------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.6           |   | — | Amendment No. 2 to the Miller Exploration  Company Stock Option and Restricted Stock Plan of 1997 (Incorporated by  reference from Exhibit 4.3 to Miller Exploration Company’s Registration Statement  on Form S-8 filed on April 11, 2001 (Registration No. 333-58678)).                                                         |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.7           |   | — | Form of Miller Stock Option Agreement  (Incorporated by reference from exhibit 10.1(b) to Miller Exploration  Company’s Annual Report on Form 10-K for the year ended December 31, 1997  (File No. 000-23431)).                                                                                                                   |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.1    |   | — | Form of Indemnification Agreement between  the Company and each of its directors (Incorporated by reference from exhibit  10.7 to the Company’s Registration Statement on Form S-4 (Registration No.  333-17269)).                                                                                                                |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.2    |   | — | Stock Option Plan of Edge Petroleum  Corporation, a Texas corporation (Incorporated by reference from exhibit  10.13 to the Company’s Registration Statement on Form S-4 (Registration No.  333-17269)).                                                                                                                          |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.3    |   | — | Employment Agreement dated as of November  16, 1998, by and between the Company and John W. Elias (Incorporated by  reference from 10.12 to the Company’s Annual Report on Form 10-K for the year  ended December 31, 1998).                                                                                                      |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.4    |   | — | Incentive Plan of Edge Petroleum  Corporation as Amended and Restated Effective as of June 1, 2004  (Incorporated by reference from exhibit 10.9 to the Company’s Quarterly  Report on Form 10-Q for the quarterly period ended June 30, 2004).                                                                                   |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.5    |   | — | Edge Petroleum Corporation Incentive Plan  “Standard Non-Qualified Stock Option Agreement” by and between Edge Petroleum  Corporation and the Officers named therein (Incorporated by reference from  exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly  period ended September 30, 1999).  |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.6    |   | — | Edge Petroleum Corporation Incentive Plan  “Director Non-Qualified Stock Option Agreement” by and between Edge Petroleum  Corporation and the Directors named therein (Incorporated by reference from  exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly  period ended September 30, 1999). |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.7    |   | — | Severance Agreements by and between Edge  Petroleum Corporation and the Officers of the Company named herein  (Incorporated by reference from exhibit 10.4 to the Company’s Quarterly  Report on Form 10-Q for the quarterly period ended September 30, 1999).                                                                    |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.8    |   | — | Form of Director’s  Restricted Stock Award Agreement under the Incentive Plan of Edge Petroleum  Corporation (Incorporated by reference from exhibit 10.12 to the Company’s  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).                                                                    |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.9    |   | — | Form of Employee Restricted Stock Award Agreement under the Incentive  Plan of Edge Petroleum Corporation (Incorporated by reference from exhibit  10.15 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly  period ended March 31, 1999).                                                                        |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.10   |   | — | Edge Petroleum Corporation Amended and Restated Elias Stock Incentive  Plan. (Incorporated by reference from exhibit 4.5 to the Company’s  Registration Statement on Form S-8 filed May 30, 2001 (Registration No.  333-61890)).                                                                                                  |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| †10.11   |   | — | Form of Edge Petroleum Corporation John W. Elias Non-Qualified Stock  Option Agreement (Incorporated by reference from exhibit 4.6 to the Company’s  Registration Statement on Form S-8 filed May 30, 2001 (Registration No.  333-61890)).                                                                                        |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| **†10.12 |   | — | Summary of  Compensation of Non-Employee Directors.                                                                                                                                                                                                                                                                                    |
|          |   |   |                                                                                                                                                                                                                                                                                                                                   |
| **†10.13 |   | — | Salaries and Other  Compensation of Executive Officers.                                                                                                                                                                                                                                                                                |

 

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| **†10.14 |   | — | Description of 2004  Bonus Program for Executive Officers.                                                                                                                                                                    |
|---------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |   |                                                                                                                                                                                                                          |
| **21.1        |   | — | Subsidiaries of the Company.                                                                                                                                                                                                  |
|          |   |   |                                                                                                                                                                                                                          |
| **23.1        |   | — | Consent of BDO Seidman, LLP.                                                                                                                                                                                                  |
|          |   |   |                                                                                                                                                                                                                          |
| **23.2        |   | — | Consent of Ryder Scott Company.                                                                                                                                                                                               |
|          |   |   |                                                                                                                                                                                                                          |
| **23.3        |   | — | Consent of W.D. Von Gonten & Co.                                                                                                                                                                                          |
|          |   |   |                                                                                                                                                                                                                          |
| *23.4         |   | — | Consent of BDO Seidman, LLP.                                                                                                                                                                                                  |
|          |   |   |                                                                                                                                                                                                                          |
| **31.1        |   | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                          |
|          |   |   |                                                                                                                                                                                                                          |
| **31.2        |   | — | Certification by Michael G. Long, Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                        |
|          |   |   |                                                                                                                                                                                                                          |
| *31.3         |   | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                          |
|          |   |   |                                                                                                                                                                                                                          |
| *31.4         |   | — | Certification by Michael G. Long, Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                        |
|          |   |   |                                                                                                                                                                                                                          |
| **32.1        |   | — | Certification by John W. Elias, Chief Executive Officer, pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of  Section 1350, Chapter 63 of Title 18, United States Code).                   |
|          |   |   |                                                                                                                                                                                                                          |
| **32.2        |   | — | Certification by Michael G. Long, Chief Financial and Accounting  Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States  Code). |
|          |   |   |                                                                                                                                                                                                                          |
| ** 99.1       |   | — | Summary of Reserve Report of Ryder Scott Company Petroleum Engineers  as of December 31, 2004.                                                                                                                                |
|          |   |   |                                                                                                                                                                                                                          |
| **99.2        |   | — | Summary of Reserve Report of W. D. Von Gonten & Co. Petroleum  Engineers as of December 31, 2004.                                                                                                                         |

 

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* Filed herewith.

** Previously filed with original Form 10-K on March 16, 2005.

† Denotes management or compensatorycontract, arrangement or agreement.

 

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