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END > SEC Filings for END > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for ENDEAVOUR INTERNATIONAL CORP | Request a Trial to NEW EDGAR Online Pro



Material Modification to Rights of Security Holders, Amendments to A

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth below under Item 5.03 concerning an amendment (the "Amendment") to the Amended and Restated Bylaws, as amended (the "Bylaws"), of Endeavour International Corporation (the "Company") is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 22, 2013, the board of directors (the "Board") of the Company approved the Amendment, effective immediately. The Amendment eliminates the classified structure of the Board over a period of three years.

Specifically, the Amendment provides that effective at the Company's annual meeting of stockholders in 2014, 2015 and 2016, the Class I, Class II and Class III classifications, respectively, of the Board shall terminate. Upon termination of each of the three Classes, each of the directors whose Class has terminated may be elected to serve as a director on an annual basis. Upon termination of all three classes of directors, the entire Board shall be elected annually. Each current director shall continue as a director of the Class of which he or she is a member until the expiration of his or her current term or until his or her earlier death, resignation, retirement, disqualification or removal in accordance with the provisions of the Bylaws.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

    Exhibit Number     Description
             3.1       Amendment to the Amended and Restated Bylaws of Endeavour
                       International Corporation effective May 22, 2013.

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