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END > SEC Filings for END > Form 8-K on 18-Jun-2012All Recent SEC Filings

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Form 8-K for ENDEAVOUR INTERNATIONAL CORP


18-Jun-2012

Entry into a Material Definitive Agreement, Financial Statements and


Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On June 13, 2012, Endeavour International Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Global Hunter Securities, LLC (the "Underwriter"), in connection with an underwritten public offering of an aggregate 7,500,000 shares of the Company's common stock, par value $0.001 per share (the "Common Shares"), at a price of $7.50 per Common Share ($7.125 per Common Share, net of the underwriting discount). Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 30-day option to purchase up to an additional 1,125,000 shares of common stock on the same terms as the Common Shares to cover over-allotments, if any. The Underwriter exercised this option in full on June 13, 2012. The issuance and sale of the Common Shares has been registered under the Securities Act of 1933 (the "Securities Act") pursuant to a shelf Registration Statement on Form S-3 (Registration No. 333-163781), as amended, of the Company, filed with the Securities and Exchange Commission on December 16, 2009, and declared effective on February 9, 2010. Closing of the issuance and sale of the Common Shares is scheduled for June 18, 2012. A legal opinion related to the Common Shares is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriter may be required to make because of any of those liabilities. Furthermore, the Company has agreed with the Underwriter not to offer or sell any shares of its common stock (or securities convertible into or exchangeable for common stock), subject to customary exceptions, for a period of 90 days after the date of the Underwriting Agreement without the prior written consent of the Underwriter.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement dated June 13, 2012, by and among Endeavour
             International Corporation and Global Hunter Securities, LLC.

 5.1         Opinion of Woodburn and Wedge regarding the legality of the Common
             Shares.

23.1         Consent of Woodburn and Wedge (included in Exhibit 5.1).


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