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END > SEC Filings for END > Form 8-K on 14-May-2014All Recent SEC Filings




Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure.

On May 12, 2014, Andrew E. Roth, a stockholder of Endeavour International Corporation (the "Company"), filed a derivative suit against Talisman Realty Capital Master, L.P., Talisman Group Investments, L.L.C., The Talisman Group, L.L.C., Talisman Group Partners, L.L.C., Talisman Family, L.L.C. and Jason Taubman Kalisman (together, "Talisman") alleging that Talisman violated Sections 13 and 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). The lawsuit alleges, inter alia, that Talisman failed to file a Schedule 13D when it first acquired a 5% beneficial ownership stake of the Company's common stock on July 10, 2013 and that Talisman kept its stake a secret from the public and from the Company for six months in violation of Section 13(d) of the Exchange Act before it filed a Schedule 13D on February 10, 2014. Furthermore, the plaintiff claims that Talisman became the beneficial owner of 10% of the Company's common stock on December 23, 2013, but until February 11, 2014 failed to file a Form 3 as required by Section 16(a) of the Exchange Act. The lawsuit alleges that Talisman garnered short-swing profits of at least $1.5 million that are subject to disgorgement. The Company is not affiliated or associated with the plaintiff. The case is Roth v. Talisman Realty Capital Master, L.P., et al., Docket No. 1:14-cv-03440 (S.D.N.Y. May 12, 2014).

In accordance with General Instruction B.2 of Form 8-K, the foregoing information shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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