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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2008</B></DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 0pt"><B>Registration No.&nbsp;333-</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>ENDEAVOUR INTERNATIONAL CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Nevada</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>88-0448389</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification Number)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>1001 Fannin Street, Suite&nbsp;1600<BR>
Houston, Texas 77002</B><BR>
(Address of principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Restricted Stock Award Agreements<BR>
Stock Option Agreements</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Karen Paganis<BR>
Endeavour International Corporation<BR>
1001 Fannin Street, Suite&nbsp;1600<BR>
Houston, Texas 77002<BR>
(713)&nbsp;307-8700</B><BR>
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><I>Copy to:</I><BR>
<B>Michael E. Dillard, P.C.<BR>
Akin Gump Strauss Hauer &#038; Feld LLP<BR>
1111 Louisiana Street, 44th Floor<BR>
Houston, Texas 77002<BR>
(713)&nbsp;220-5800</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>PROPOSED MAXIMUM</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>PROPOSED MAXIMUM</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><B>TITLE OF EACH CLASS OF SECURITIES TO BE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>AMOUNT TO BE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>OFFERING PRICE PER</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>AGGREGATE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>AMOUNT OF</B></TD>
    <TD width="1%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><B>REGISTERED</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>REGISTERED</B> <SUP style="font-size: 85%; vertical-align: text-top"><B>(1)</B></SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>SHARE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>OFFERING PRICE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>REGISTRATION FEE</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common stock, par value $0.001 per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:30px; text-indent:-15px">To be issued pursuant to restricted stock
award agreements</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">800,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$1.38<SUP style="font-size: 85%; vertical-align: text-top">&#091;2&#093;</SUP></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$1,104,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$43.39</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:30px; text-indent:-15px">To be issued pursuant to stock option agreement</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">400,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$2.00 <SUP style="font-size: 85%; vertical-align: text-top">&#091;3&#093;</SUP></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$800,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$31.44</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:30px; text-indent:-15px">To be issued pursuant to stock option agreement</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">200,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$1.14 <SUP style="font-size: 85%; vertical-align: text-top">&#091;3&#093;</SUP></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$228,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$8.96</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Total</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">1,400,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$N/A</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$2,132,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 2px solid #000000">$83.79</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 6pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>This Registration Statement covers (i)&nbsp;400,000 shares of common stock, par value $0.001, of
Endeavour International Corporation (the &#147;Company&#148;) issued pursuant to a restricted stock award
agreement dated September&nbsp;26, 2007 between the Registrant and J. Michael Kirksey; (ii)&nbsp;400,000
shares of common stock of the Company issued pursuant to a restricted stock award agreement dated
October&nbsp;1, 2007 between the Company and John G. Williams; (iii)&nbsp;400,000 shares of common stock
issuable pursuant to a stock option agreement dated September&nbsp;26, 2007 between the Company and J.
Michael Kirksey (the &#147;Kirksey Option Agreement&#148;); and (iv)&nbsp;200,000 shares of common stock issuable
pursuant to a stock option agreement dated October&nbsp;1, 2007 between the Company and John G. Williams
(the &#147;Williams Option Agreement&#148; and, together with the Kirksey Option Agreement, the &#147;Stock Option
Agreements&#148;). <B>All shares covered by this registration
statement currently vest in three equal annual installments beginning
with the first anniversary of the issuance date.</B></TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the amount of the registration fee in
accordance with Rule 457(c) and (h)&nbsp;under the Securities Act
based on $1.38, the average of the
high and low sale prices for the common stock on the American Stock Exchange on March&nbsp;13, 2008.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;457(h), the proposed maximum offering price and the proposed maximum aggregate
offering price are estimated on the basis of the per share exercise price of the options issued
pursuant to each Stock Option Agreement solely for purposes of calculating the registration fee.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The 1,400,000 shares of common stock, par value $0.001 per share, of Endeavour International
Corporation, a Nevada corporation (the &#147;Company&#148;), being registered pursuant to this Form S-8 are
comprised of (i)&nbsp;400,000 shares of common stock issued pursuant to a restricted stock award
agreement dated September&nbsp;26, 2007 between the Company and J. Michael Kirksey (the &#147;Kirksey
Restricted Stock Agreement&#148;); (ii)&nbsp;400,000 shares of common stock of the Company issued pursuant to
a restricted stock award agreement dated October&nbsp;1, 2007 between the Company and John G. Williams
(the &#147;Williams Restricted Stock Agreement&#148;); (iii)&nbsp;400,000 shares of common stock issuable pursuant
to a stock option agreement dated September&nbsp;26, 2007 between the Company and J. Michael Kirksey
(the &#147;Kirksey Option Agreement&#148;) and (iv)&nbsp;200,000 shares of common stock issuable pursuant to a
stock option agreement dated October&nbsp;1, 2007 between the Company and John G. Williams (the
&#147;Williams Option Agreement&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Registration Statement contains two parts. The first part contains a reoffer prospectus
pursuant to Form S-3 (in accordance with Section&nbsp;C of the General Instructions to the Form S-8),
which covers reoffers and resales of &#147;restricted securities&#148; and/or &#147;control securities&#148; (as such
terms are defined in Section&nbsp;C of the General Instructions to Form S-8) of the Company. This
reoffer prospectus may be used by (i)&nbsp;J. Michael Kirksey for reoffers and resales on a continuous
or delayed basis in the future of up to 400,000 shares of common stock issued pursuant to the
Kirksey Restricted Stock Agreement and 400,000 shares of common stock issuable pursuant to the
Kirksey Option Agreement and (ii)&nbsp;John G. Williams for reoffers and resales on a continuous or
delayed basis in the future of up to 400,000 shares of common stock issued pursuant to the Williams
Restricted Stock Agreement and 200,000 shares of common stock issuable pursuant to the Williams
Option Agreement. The second part of this Registration Statement contains Information Required in
the Registration Statement pursuant to Part&nbsp;II of Form S-8.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P style="padding: 5px; border: 3px double #000000; font-size: 11pt; color: #FF0000">The information in this prospectus is not complete and may be changed. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>1,400,000 SHARES OF COMMON STOCK</B>
</DIV>


<DIV align="Center" style="font-size: 18pt; margin-top: 6pt"><B>ENDEAVOUR INTERNATIONAL CORPORATION</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><IMG src="h54887h5488700.gif" alt="(ENDEAVOUR INTERNATIONAL CORPORATION LOGO)">

</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">This prospectus relates to the offer and sale from time to time of up to 1,400,000 shares (the
&#147;Shares&#148;) of our common stock by the selling stockholders named in this prospectus. The Shares
include 800,000 shares of our restricted common stock issued pursuant to certain restricted stock
award agreements and 600,000 shares of our common stock underlying stock options issued pursuant to
certain stock option agreements. The selling stockholders may offer the shares from time to time
through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at other negotiated prices. A selling stockholder may sell none, some or all of
the shares offered by this prospectus. We cannot predict when or in what amounts a selling
stockholder may sell any of the shares offered by this prospectus. We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">Our common stock is traded on the American Stock Exchange under the symbol &#147;END.&#148; On March&nbsp;13,
2008, the closing price for our common stock was $1.40 per share.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN THE &#147;RISK FACTORS&#148;
SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The
date of this prospectus is March 14, 2008.
</DIV>


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<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Table of Contents</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
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    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Page</TD>
    <TD>&nbsp;</TD>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Our Company</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Preliminary Note And Cautionary Statement Regarding Forward-Looking Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Incorporation of Certain Documents By Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">The Selling Stockholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h54887exv5w1.htm">Opinion of Woodburn and Wedge</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h54887exv23w1.htm">Consent of KPMG LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h54887exv23w2.htm">Consent of Netherland, Sewell & Associates, Inc.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h54887exv23w4.htm">Consent of Akin Gump Strauss Hauer & Feld LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&nbsp;i
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Our Company</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are an independent oil and gas company engaged in the exploration, development and production of
oil and gas reserves in the North Sea. Our focus on the North Sea is based on our belief that major
oil and gas producers are shifting their strategic focus away from the mature producing areas of
the North Sea, similar to the transition that occurred in the Gulf of Mexico in the 1980s. We
believe this will create significant opportunities for smaller independent producing companies to
capitalize on the attractive qualities of the North Sea, such as significant estimates of
undiscovered reserves in the region, extensive existing infrastructure, recent favorable regulatory
initiatives and advances in technology and completion techniques. Our senior management team has
extensive technical expertise and an average of over 20&nbsp;years of industry experience to take
advantage of these opportunities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Endeavour International Corporation is a Nevada corporation. Our principal executive offices are
located at 1001 Fannin Street, Suite&nbsp;1600, Houston, Texas 77002, and our telephone number is (713)
307-8700. Our website is <I>www.endeavourcorp.com</I>. The information on our website is not part of this
prospectus.
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Preliminary Note And Cautionary Statement Regarding Forward-Looking Statements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>You should rely only on the information contained in this prospectus. We have not authorized
anyone to provide you with information that is different. The selling stockholders are offering to
sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our
common stock.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This prospectus and our documents filed with the Securities and Exchange Commission (the &#147;SEC&#148;) and
incorporated by reference in this prospectus include or may contain certain forward-looking
statements. The words &#147;may,&#148; &#147;will,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;believe,&#148; &#147;continue,&#148; &#147;estimate,&#148;
&#147;project,&#148; &#147;intend,&#148; and similar expressions used in this prospectus are intended to identify
forward-looking statements within the meaning of Section&nbsp;27A of the Securities Act of 1933 and
Section&nbsp;21E of the Securities Exchange Act of 1934. You should not place undue reliance on these
forward-looking statements, which speak only as of the date made. We undertake no obligation to
publicly release the result of any revision of these forward-looking statements to reflect events
or circumstances after the date they are made or to reflect the occurrence of unanticipated events.
You should also know that such statements are not guarantees of future performance and are subject
to risks, uncertainties and assumptions. We have included important factors in the cautionary
statements included or incorporated in this prospectus, particularly under the caption &#147;Risk
Factors&#148; below that we believe could cause actual results or events to differ materially from the
forward-looking statements we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint venture or investments we may make.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Where You Can Find More Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are subject to the information requirements of the Securities Exchange Act of 1934, and in
accordance therewith file reports, proxy statements and other information with the SEC. These
reports, proxy statements and other information can be inspected and copied at the SEC&#146;s Public
Reference room at 100 F Street, N.E., Room&nbsp;1580, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the
SEC. Endeavour maintains an Internet site at www.endeavourcorp.com.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have filed a registration statement with the SEC on Form S-8 (including any amendments thereto,
known as the registration statement) under the Securities Act of 1933 with respect to the shares of
common stock offered by the selling stockholders hereby. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and schedules thereto.
You may refer to the registration statement and the exhibits and schedules thereto for more
information about our common stock and us. You can obtain a copy of the registration statement
from the SEC at the address listed above or from the SEC&#146;s Internet site. Statements made in this
prospectus regarding the contents of any contract or document filed as an exhibit to the
registration statement are not necessarily complete and, in each instance, reference is herby made
to the copy of such contract or document so filed. Each such statement is qualified in its
entirety by such reference.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Incorporation of Certain Documents By Reference</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are incorporating by reference in this prospectus information we file with the SEC (other than
information furnished pursuant to Item&nbsp;2.02 or Item&nbsp;7.01 (including any financial statements or
exhibits relating thereto furnished pursuant to item 9.01) of any Current Report on Form 8-K),
which means that we are disclosing important information to you by referring you to those
documents. The information we incorporate by reference is an important part of this prospectus, and
later information that we file with the SEC automatically will update and supersede this
information. We incorporate by reference the documents listed below and any future filings we make
with the SEC under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934,
excluding any information in those documents that is deemed by the rules of the SEC to be furnished
not filed, until we close this offering:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for the year ended December&nbsp;31, 2007, including
information specifically incorporated by reference from our Proxy Statement for our Annual
Meeting of Stockholders to be held on May&nbsp;29, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K filed on January&nbsp;28, February&nbsp;15 and March&nbsp;5, 2008; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of our common stock contained in our registration statement on Form 8-A
filed on June&nbsp;10, 2004, as amended by our amended registration statement on Form 8-A/A-1
filed on August&nbsp;11, 2004, and including any other amendments or reports filed for the
purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You may request a copy of these filings, which we will provide to you at no cost, by writing or
telephoning us at the following address and telephone number:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Endeavour International Corporation<BR>
1001 Fannin Street, Suite&nbsp;1600<BR>
Houston, Texas 77002<BR>
(713)&nbsp;307-8700<BR>
Attention: Vice President &#150; Legal and Corporate Secretary
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risk Factors</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">An investment in our common stock involves a high degree of risk. You should consider carefully
the risks and uncertainties described below and the other information in this prospectus, including
our financial statements and related notes, before deciding to invest in our common stock. If any
of the following risks or uncertainties actually occurs, our business, financial condition and
operating results would likely suffer. In that event, the market price of the offered securities
could decline and you could lose all or part of the money you paid to buy our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our ability to produce commercial quantities of oil and gas from our properties may be
adversely affected by factors outside of our control. If we are unable to produce oil and gas from
our properties in commercial quantities, our operations will be severely affected.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our business of exploring, developing and producing oil and gas involves a substantial risk of
investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive
or that the wells, although productive, do not produce oil or gas in economic quantities. Other
hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of
circulation of drilling fluids, or other conditions may substantially delay or prevent completion
of any well. This could result in a total loss of our investment in a particular property.
Certain of our operating areas may be subject to severe weather conditions which could adversely
impact our operations. A productive well may become uneconomic if water or other substances are
encountered, which impair or prevent the production of oil and gas from the well. In addition,
production from any well may be unmarketable if it is impregnated with water or other deleterious
substances. We cannot assure you that oil and gas will be produced from the properties in which we
have interests, nor can we assure the marketability of oil and gas that may be acquired or
discovered. Numerous factors are beyond our control, including the proximity and capacity of oil
and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties,
allowable production and environmental regulations. We cannot predict how these factors may affect
our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We may not be able to replace production with new reserves which could cause our production
and reserves to decline.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our future oil and gas production is highly dependent upon our level of success in finding or
acquiring additional reserves. In general, the volume of production from oil and gas properties
declines as reserves are depleted. The decline rates depend on reservoir characteristics. Our
reserves will decline unless we acquire properties with proved reserves or conduct successful
development and exploration drilling activities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We have limited control over the availability or cost of drilling rigs and other equipment and
services which are essential to our operations, and market conditions or transportation impediments
may hinder access to oil and gas markets or delay production.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have limited control over the availability and cost of drilling rigs and other services and
equipment which are necessary for us to carry out our exploration and development activities.
Procuring a sufficient number of drilling rigs is expensive and difficult as the market for such
rigs is highly competitive. The cost of all oil field services has increased significantly during
the past year as oil and gas companies have sought to increase production. There is no assurance
that we will be able to contract for such services or equipment on a timely basis or that the cost
of such services and equipment will remain at a satisfactory or affordable level. Shortages or the
high cost of drilling rigs, equipment, supplies or personnel could delay or adversely affect our
exploration and development operations, which could have a material adverse effect on our business,
financial condition or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Market conditions, the unavailability of satisfactory oil and natural gas transportation or the
location of our drilling operations may hinder our access to oil and gas markets, or delay
production or increase our expenses. The availability of a ready market for oil and gas production
depends on a number of factors, including the demand for and supply of oil and gas and the
proximity of reserves to pipelines and terminal facilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our debt level could negatively impact our financial condition, results of operations and
business prospects.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of
December&nbsp;31, 2007, we had $266.3&nbsp;million in outstanding indebtedness. Our level of
indebtedness could have important consequences on our operations, including:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>placing restrictions on certain operating activities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>making it more difficult for us to satisfy our obligations under our indentures or the
terms of our other debt and increasing the risk that we may default on our debt
obligations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>requiring us to dedicate a substantial portion of our cash flow from operating
activities to required payments on debt, thereby reducing the availability of cash flow for
working capital, capital expenditures and other general business activities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limiting our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions and other general business activities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>decreasing our ability to withstand a downturn in our business or the economy generally;
and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>placing us at a competitive disadvantage against other less leveraged competitors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We may not have sufficient funds to repay our outstanding debt. If we are unable to repay our debt
out of cash on hand, we could attempt to refinance such debt, sell assets or repay such debt with
the proceeds from an equity offering. We cannot assure you that we will be able to generate
sufficient cash flow from operating activities to pay the interest on our debt or that future
borrowings, equity financings or proceeds from the sale of assets will be available to pay or
refinance such debt. Factors that will affect our ability to raise cash through an offering of our
capital stock, a refinancing of our debt or a sale of assets include financial market conditions,
our market value and our operating performance at the time of such offering or other financing. We
cannot assure you that any such offering, refinancing or sale of assets can be successfully
completed, which could have a material adverse effect on our operations and negatively impact our
exploration program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have outstanding $81.25&nbsp;million of 6.00% convertible senior notes due 2012. Upon specified
change of control events, each holder of those notes may require us to purchase all or a portion of
the holder&#146;s notes at a price equal to 100% of the principal amount, plus accrued and unpaid
interest, if any, up to but excluding the date of purchase, plus in certain circumstances, a
makewhole premium. In early 2008, under a private offering, we issued $40&nbsp;million of 11.5%
guaranteed convertible bonds due 2014 to a company controlled by the Smedvig family office of
Norway. If we undergo a &#147;change of control&#148; the holders of these bonds have the right, subject to
certain conditions, to redeem the bonds and accrued interest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We also have outstanding $110&nbsp;million under a Secured Revolving Loan and a Letter of Credit
Facility Agreement. An additional $75&nbsp;million, outstanding under a Second Lien Credit and
Guarantee Agreement, was repaid in January&nbsp;2008. At the same time, we also borrowed $25&nbsp;million
under a Junior Facility Agreement (together, the &#147;Debt Agreements&#148;). Upon specified change of
control events, each lender under the Debt Agreements may cancel the facility and declare
outstanding loans, plus accrued and unpaid interest, outstanding letters of credit and other
outstanding fees, if any, due and payable. We cannot assure you we would have sufficient financial
resources to purchase the notes or bonds for cash or repay the lenders under our Debt Agreements
upon the occurrence of a change of control. In addition, events involving a change of control may
result in an event of default under other debt we may incur in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service
obligations to increase significantly.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain of our borrowings, primarily borrowings under our bank facilities, are at variable rates of
interest and expose us to interest rate risk. If interest rates increase, our debt service
obligations on the variable rate indebtedness would increase even though the amount borrowed would
remain the same, and our net income would decrease. A 0.25% change in interest rates would result
in a $0.4&nbsp;million change in our annual interest expense.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We will not be the operator of all of the interests we own or acquire, and therefore we may not be
in a position to control the timing of development efforts, the associated costs, or the rate of
production of the reserves in respect of such interests.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">A significant number of our interests, including several of our producing fields, are located in
blocks that we do not currently operate and as we carry out our planned drilling program, we will
not serve as operator of all planned wells. As a result, we may have limited ability to exercise
influence over the operations of these interests or their associated costs. Dependence on the
operator and other working interest owners for these projects, and limited ability to influence
operations and associated costs could prevent the realization of expected returns on capital in
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">drilling or acquisition activities. The success and timing of development and exploitation
activities on properties operated by others depend upon a number of factors that will be largely
outside our control, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the timing and amount of their capital expenditures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the availability of suitable offshore drilling rigs, drilling equipment, support
vessels, production and transportation infrastructure and qualified operating personnel;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the operator&#146;s expertise and financial resources;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>approval of other participants to drill wells and implement other work programs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>selection of technology; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the rate of production of the reserves.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>If we are unable to obtain additional financing or generate sufficient operating cash flow, we may
not be able to adequately fund our existing development and exploration projects, acquire
additional oil and gas interests, or maintain our rights in such projects.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We may not have an adequate amount of financial resources to adequately fund all of our development
and exploration projects. In the past, we have relied on operating cash flows, credit facility
borrowings and the sale of our debt and equity securities to fund the acquisition, exploration and
development of our petroleum properties. We may need to raise additional capital to continue
funding these projects and to have the ability to fund additional projects. We cannot assure you
that additional funding will be available to us for exploration and development of our projects or
to fulfill our obligations under any agreements. We also cannot assure you that we will be able to
generate sufficient operating cash flow or obtain adequate financing in the future or that the
terms of any such financing will be favorable. Failure to generate such additional operating cash
flow or obtain such additional financing could result in delay, postponement or cancellation of
further exploration and development of our projects or the loss of our interest in our prospects.
We expect to incur substantial expenditures in connection with our oil and gas exploration
development and production activities which may be in excess of operating cash flows and may
require us to seek external sources of capital in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Competition for oil and gas properties and prospects is intense and some of our competitors have
larger financial, technical and personnel resources that give them an advantage in evaluating,
obtaining and developing properties and prospects.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We operate in a highly competitive environment for reviewing prospects, acquiring properties,
marketing oil and gas and securing trained personnel. Many of our competitors are major or
independent oil and gas companies that have longer operating histories in this region and employ
superior financial resources which allow them to obtain substantially greater technical and
personnel resources and which better enable them to acquire and develop the prospects that they
have identified. We also actively compete with other companies when acquiring new leases or oil
and gas properties. Our relatively small size could adversely affect our ability to obtain new
licenses in the future. Specifically, competitors with greater resources than our own can have
certain advantages that are particularly important in reviewing prospects and purchasing
properties. Competitors may be able to evaluate, bid for and purchase a greater number of
properties and prospects than our financial or personnel resources permit. Competitors may also be
able to pay more for productive oil and gas properties and exploratory prospects than we are able
or willing to pay. If we are unable to compete successfully in these areas in the future, our
future revenues and growth may be diminished or restricted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">These competitors may also be better able to withstand sustained periods of unsuccessful drilling.
Larger competitors may be able to absorb the burden of any changes in laws and regulations more
easily than we can,
which would adversely affect our competitive position. In addition, most of our competitors have
been operating for a much longer time and have demonstrated the ability to operate through industry
cycles.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>If we are unable to identify additional oil and gas prospects in which we can acquire an interest
at an affordable price, we may not be able to grow successfully.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">One element of our strategy is to continue to grow through selected acquisitions of additional
interests in oil and gas prospects. This strategy may not be successful, however, because:
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not be able to identify additional desirable oil and gas prospects and acquire
interests in such prospects at a desirable price;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any acquisition of interests in oil and gas prospects may be found not to include
prospects that contain proven oil or gas reserves;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not have the ability to develop prospects that contain proven oil or gas reserves
to the point of commercial production;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not have the financial ability to complete additional acquisitions of interests
in oil and gas prospects or to develop the prospects that we acquire to the point of
production; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not be able to consummate additional acquisitions on terms favorable to us or at
all.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Acquiring interests in properties for oil and natural gas exploration is speculative in nature and
may not ever result in operating revenues or profits.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We cannot assure you that we will discover oil and gas in commercial quantities in our current
properties or properties we may acquire in the future. Our success depends upon our ability to
acquire working and revenue interests in properties upon which oil and gas reserves ultimately are
discovered.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We face risks associated with our acquisition strategy.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As part of our growth strategy, we intend to pursue strategic acquisitions of new properties that
expand our current asset base and potentially offer unexploited reserve potential. This strategy
involves risks and we cannot assure you that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we will be able to finance or consummate the transactions we select;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any acquisitions will be profitable or be successfully integrated into our operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we will be able to retain and motivate key personnel of acquired businesses;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any acquisitions and integrations will not divert management resources; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any acquisitions and integrations will not have an adverse effect on our results of
operations or financial condition.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Market fluctuations in the prices of oil and gas could adversely affect the price at which we can
sell oil or gas discovered on our properties, and lower oil and gas prices may cause us to record
ceiling test write-downs.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In recent decades, there have been periods of both worldwide over-production and underproduction of
hydrocarbons, varying weather patterns and periods of both increased and relaxed energy
conservation efforts. These conditions have resulted in periods of excess supply of, and reduced
demand for, crude oil on a worldwide basis and for natural gas on a regional basis. These periods
historically have been followed by periods of short supply of, and increased demand for, crude oil
and natural gas. The excess or short supply of oil and gas has placed pressures on prices and has
resulted in dramatic price fluctuations, even during relatively short periods of seasonal market
demand. We cannot predict with any degree of certainty future oil and gas prices. Changes in oil
and gas prices significantly affect our revenues, operating results, profitability and the amount
and value of our oil and gas
reserves. Lower prices may reduce the amount of oil and gas that we can produce economically. In
an attempt to reduce our price risk, we may periodically enter into hedging transactions with
respect to a portion of our expected future production.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We use the full cost method of accounting for our oil and gas operations. Accordingly, we
capitalize the cost to acquire, explore and develop oil and gas properties. Under full cost
accounting rules, the net capitalized costs of oil and gas properties (net of related deferred
taxes), including estimated capitalized abandonment costs, may not exceed a &#147;ceiling limit,&#148; which
is based upon the present value of estimated future net cash flows from proved reserves, discounted
at 10% and excluding cash flows related to estimated abandonment costs, plus the lower of cost or
fair value of unproved properties. If net capitalized costs of oil and gas properties exceed the
ceiling limit, we must charge the amount of the excess to earnings as an impairment charge. This
is called a &#147;ceiling test write-down.&#148; This charge does not impact cash flow from operating
activities, but does reduce net income. The risk that we will be required to write down the
carrying value of oil and gas properties increases when oil and natural gas prices are low. In
addition, write-downs may occur if we experience substantial downward adjustments to our estimated
proved reserves. We cannot assure you that we will not experience ceiling test write-downs in the
future.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our results of operations could be adversely affected by goodwill impairments.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As a result of mergers and acquisitions, at December&nbsp;31, 2007 we had approximately $283&nbsp;million of
goodwill on our balance sheet. Goodwill is not amortized, but instead must be tested at least
annually for impairment by applying a fair-value-based test. Goodwill is deemed impaired to the
extent that its carrying amount exceeds the fair value of the reporting unit. Although our latest
tests indicate that no goodwill impairment is currently required, future deterioration in market
conditions could lead to goodwill impairments that could have a substantial negative effect on our
profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Derivative transactions may limit our potential gains and involve other risks.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To manage our exposure to price risk with our production, we entered into commodity derivative
contracts. We may also enter into other commodity derivative contracts from time to time with
respect to a portion of our future production to manage our exposure to price risk or exposure to
interest rate risk. The goal of these derivative contracts is to limit volatility and increase the
predictability of cash flow. These transactions may limit our potential gains if oil and gas
prices were to rise over, or interest rates fall below, the prices established by the derivative
contracts. If oil and gas prices rise or interest rates fall, we could be subject to margin calls.
In addition, derivative contracts may expose us to the risk of financial loss in certain
circumstances, including instances in which:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our production is less than expected;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the counterparties to our contracts fail to perform under the contracts; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a sudden, unexpected event materially impacts oil or gas prices or interest rates.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>The use of 3-D seismic is only an interpretive tool and we may be unable to recognize significant
geological features.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The use of 3-D seismic is only an interpretive tool and we may be unable to recognize significant
geological features due to errors in analysis of data, processing limitations or other factors.
The use of seismic information does not guarantee that the wells we drill will encounter
hydrocarbons, or if we do encounter hydrocarbons, that they will be present in commercial
quantities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We operate internationally and are subject to political, economic and other uncertainties.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We currently have operations in the United Kingdom, Norway and the Netherlands. We may expand our
North Sea operations to other countries or regions. International operations are subject to
political, economic and other uncertainties, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risk of war, acts of terrorism, revolution, border disputes, expropriation,
renegotiation or modification of existing contracts, and import, export and transportation
regulations and tariffs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>taxation policies, including royalty and tax increases and retroactive tax claims;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>exchange controls, currency fluctuations and other uncertainties arising out of foreign
government sovereignty over our international operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>laws and policies of the U.S. affecting foreign trade, taxation and investment; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the possibility of being subject to the exclusive jurisdiction of foreign courts in
connection with legal disputes and the possible inability to subject foreign persons to the
jurisdiction of courts in the United States.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The exploration, production and sale of oil and gas are extensively regulated by governmental
bodies. Applicable legislation is under constant review for amendment or expansion. These efforts
frequently result in an increase in the regulatory burden on companies in our industry and
consequently an increase in the cost of doing business and decrease in profitability. Numerous
governmental departments and agencies are authorized to, and have, issued rules and regulations
imposing additional burdens on the oil and gas industry that often are costly to comply with and
carry substantial penalties for failure to comply. Production operations are affected by changing
tax and other laws relating to the petroleum industry, by constantly changing administrative
regulations and possible interruptions or termination by government authorities.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Oil and gas mineral rights may be held by individuals, corporations or governments having
jurisdiction over the area in which such mineral rights are located. As a general rule, parties
holding such mineral rights grant licenses or leases to third parties to facilitate the exploration
and development of these mineral rights. The terms of the leases and licenses are generally
established to require timely development. Notwithstanding the ownership of mineral rights, the
government of the jurisdiction in which mineral rights are located generally retains authority over
the manner of development of those rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our insurance may not protect us against business and operating risks, including the potential that
an operator of a prospect in which we participate may fail to maintain or obtain adequate
insurance.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Oil and gas operations are subject to particular hazards incident to the drilling and production of
oil and gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well
fluids, fires and pollution and other environmental risks. These hazards can cause personal injury
and loss of life, severe damage to and destruction of property and equipment, pollution or
environmental damage and suspension of operations. We maintain insurance for some, but not all, of
the potential risks and liabilities associated with our business. If a significant accident or
other event resulting in damage to our operations, including severe weather, terrorist acts, war,
civil disturbances, pollution or environmental damage, occurs and is not fully covered by
insurance, it could adversely affect our financial condition and results of operations. We do not
currently operate all of our oil and gas properties. In the projects in which we own non-operating
interests, the operator may maintain insurance of various types to cover our operations with policy
limits and retention liability customary in the industry. The occurrence of a significant adverse
event that is not fully covered by insurance could result in the loss of our total investment in a
particular prospect and additional liability for us, which could have a material adverse effect on
our financial condition and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The cost of decommissioning is uncertain.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We expect to incur obligations to abandon and decommission certain structures in the North Sea. To
date the industry has little experience of removing oil and gas structures from the North Sea. Few
of the structures in the North Sea have been removed. Certain groups have been established to
study issues relating to decommissioning and abandonment and how the costs will be borne. Because
experience is limited, we cannot predict the costs of any future decommissions for which we might
become obligated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Reserve estimates depend on many assumptions that may turn out to be inaccurate and any material
inaccuracies in the reserve estimates or underlying assumptions of our assets will materially
affect the quantities and present value of those reserves.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Estimating oil and gas reserves is complex and inherently imprecise. It requires interpretation of
the available technical data and making many assumptions about future conditions, including price
and other economic factors. In preparing such estimates, projection of production rates, timing of
development expenditures and available geological, geophysical, production and engineering data are
analyzed. The extent, quality and reliability of these data can vary. This process also requires
economic assumptions about matters such as oil and natural gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds. If our interpretations or
assumptions used in arriving at our reserve estimates prove to be inaccurate, the amount of oil and
gas that will ultimately be recovered may differ materially from the estimated quantities and net
present value of reserves owned by us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Actual future production, oil and natural gas prices, revenues, taxes, development expenditures,
operating expenses and quantities of recoverable oil and gas reserves most likely will vary from
estimates, perhaps significantly. In addition, we may adjust estimates of proved reserves to
reflect production history, results of exploration and development, prevailing oil and natural gas
prices and other factors, many of which are beyond our control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>If we are unable to fulfill commitments under any of our licenses, we will lose our interest, and
our entire investment, in such license.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our ability to retain licenses in which we obtain an interest will depend on our ability to fulfill
the commitments made with respect to each license. We cannot assure you that we or the other
participants in the projects will have
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the financial ability to fund these potential commitments.
If we are unable to fulfill commitments under any of our licenses, we will lose our interest, and
our entire investment, in such license.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We are subject to environmental regulations that can have a significant impact on our operations.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our operations are subject to a variety of national, state, local, and international laws and
regulations governing the discharge of materials into the environment or otherwise relating to
environmental protection, particularly in the United Kingdom and Norway where our operations are
currently concentrated. Failure to comply with these laws and regulations can result in the
imposition of substantial fines and penalties as well as potential orders suspending or terminating
our rights to operate. Some environmental laws to which we are subject provide for strict
liability for pollution damages, rendering a person liable without regard to negligence or fault on
the part of such person. In addition, we may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances such as oil and gas related
products. Aquatic environments in which we operate are often particularly sensitive to
environmental impacts, which may expose us to greater potential liability than that associated with
exploration, development and production at many onshore locations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Changes in environmental laws and regulations occur frequently, and any changes that result in more
stringent or costly requirements for oil and gas exploration and production activities could
require us, as well as others in our industry, to make significant expenditures to attain and
maintain compliance which could have a corresponding material adverse effect on our competitive
position, financial condition or results of operations. We cannot provide assurance that we will
be able to comply with future laws and regulations to the same extent that we believe we have in
the past. Similarly, we cannot always precisely predict the potential impact of environmental laws
and regulations which may be adopted in the future, including whether any such laws or regulations
would restrict our operations in any area.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Current and future environmental regulations, including restrictions on greenhouse gases due to
concerns about climate change, could reduce the demand for our products. Our business, financial
condition and results of operations could be materially and adversely affected if this were to
occur.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Under certain environmental laws and regulations, we could be subject to liability arising out of
the conduct of operations or conditions caused by others, or for activities that were in compliance
with all applicable laws at the time they were performed. Such liabilities can be significant, and
if imposed could have a material adverse effect on our financial condition or results of
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Governmental regulations to which we are subject could expose us to significant fines and/or
penalties and our cost of compliance with such regulations could be substantial.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Oil and gas exploration, development and production are subject to various types of regulation by
local, state and national agencies. Regulations and laws affecting the oil and gas industry are
comprehensive and under constant review for amendment and expansion. These regulations and laws
carry substantial penalties for failure to comply. The regulatory burden on the oil and gas
industry increases our cost of doing business and, consequently, adversely affects our
profitability. In addition, competitive conditions may be substantially affected by various forms
of energy legislation and/or regulation considered from time to time by the governments and/or
agencies thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We are dependent on our executive officers and need to attract and retain additional qualified
personnel.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our future success depends in large part on the service of our executive officers. The loss of
these executives could have a material adverse effect on our business. Although we have an
employment agreement with Mr.&nbsp;Transier, our president and chief executive officer, there can be no
assurance that we will have the ability to retain his services. Further, we do not maintain
key-person life insurance on Mr.&nbsp;Transier.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our future success also depends upon our ability to attract, assimilate and retain highly qualified
technical and other management personnel, who are essential for the identification and development
of our prospects. There can be no assurance that we will be able to attract, integrate and retain
key personnel, and our failure to do so would have a material adverse effect on our business.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We are unable to predict the outcome of the pending SEC investigation against TriMedia
Entertainment Group, Inc., a company in which we had an investment interest.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In September&nbsp;2005, we, our chief executive officer, vice chairman of our board of directors and one
of our directors, received subpoenas from the Philadelphia District Office of the SEC in a matter
captioned In the Matter of TriMedia Entertainment Group, Inc., requesting the provision of certain
documents and information relating to us, TriMedia and a number of other companies and individuals.
At one time, we had an investment in TriMedia; however, this interest was transferred as part of
our restructuring that occurred in February&nbsp;2004. As part of the restructuring, our current
management became affiliated with our company, and the company&#146;s name was changed to Endeavour
International Corporation. The SEC advised us that its request was in connection with a
confidential private investigation and that its request should not be construed as an indication
that we or any other person or entity has violated any law. We have cooperated with the SEC and
provided documents and information to the SEC. We believe that neither us nor any of our current
officers or directors have engaged in any wrongful conduct and we do not anticipate that the SEC
will make any allegations to that effect. We do not believe that the costs to be incurred by us in
connection with the investigation will materially affect us. However, we are unable to predict the
outcome of the investigation or whether it could have an impact on us or our operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The trading price of our common stock may be volatile.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Smaller capitalized companies like ours often experience substantial fluctuations in the trading
price of their securities. The trading price of our common stock has from time to time fluctuated
significantly and in the future may be subject to similar fluctuations. The trading price may be
affected by a number of factors, including those set forth herein, as well as our operating
results, financial condition, announcements or drilling activities, general conditions in the oil
and gas exploration and development industry, and other events or factors, some of which may be
unrelated to our performance or prospects or to conditions in the industry as a whole.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>There is a limited market for our common stock.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our common stock is traded on the American Stock Exchange and the London Stock Exchange.
Historically, there has not been an active trading market for a significant volume of our common
stock. We are not certain that an active trading market for our common stock will develop, or if
such a market develops, that it will be sustained, which may make it more difficult for you to sell
your shares of common stock in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>If we, our existing stockholders or holders of our securities that are convertible into shares of
our common stock sell additional shares of our common stock, the market price of our common stock
could decline.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The market price of our common stock could decline as a result of sales of a large number of shares
of common stock in the public market or the perception that such sales could occur. These sales,
or the possibility that these
sales may occur, might make it more difficult for us to sell equity securities in the future at a
time and at a price that we deem appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of March&nbsp;7, 2008, we had approximately 127.5&nbsp;million shares of common stock outstanding. Of
those shares, approximately 4.3&nbsp;million shares are restricted shares subject to vesting periods of
up to three years. The remainder of these shares are freely tradeable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, approximately 5.9&nbsp;million shares are issuable upon the exercise of presently
outstanding stock options under our employee incentive plans, 1.3&nbsp;million shares are issuable upon
the exercise of presently outstanding options and warrants outside our employee incentive plans,
16.2&nbsp;million shares are issuable upon the conversion of our convertible senior notes due 2012 and
50.0&nbsp;million shares are issuable upon conversion of the Series&nbsp;C Preferred Stock, based upon the
conversion price of $2.50, and 17.2&nbsp;million shares are issuable upon conversion of the 11.5%
convertible bonds issued January&nbsp;2008, based on a conversion price of $2.36.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Provisions in our articles of incorporation, bylaws and the Nevada Revised Statutes may discourage
a change of control.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain provisions of our amended and restated articles of incorporation and amended and restated
bylaws and the Nevada Revised Statutes (the &#147;NRS&#148;) could delay or make more difficult a change of
control transaction or other
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">business combination that may be beneficial to stockholders. These
provisions include, but are not limited to, the ability of our board of directors to issue a series
of preferred stock, classification of our board of directors into three classes and limiting the
ability of our stockholders to call a special meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are subject to the &#147;Combinations With Interested Stockholders Statute&#148; and the &#147;Control Share
Acquisition Statute&#148; of the NRS. The Combinations Statute provides that specified persons who,
together with affiliates and associates, own, or within three years did own, 10% or more of the
outstanding voting stock of a corporation cannot engage in specified business combinations with the
corporation for a period of three years after the date on which the person became an interested
stockholder, unless the combination or the transaction by which the person first became an
interested stockholder is approved by the corporation&#146;s board of directors before the person first
became an interested stockholder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Control Share Acquisition Statute provides that persons who acquire a &#147;controlling interest&#148;,
as defined in the statute, in a company may only be given full voting rights in their shares if
such rights are conferred by the stockholders of the company at an annual or special meeting.
However, any stockholder that does not vote in favor of granting such voting rights is entitled to
demand that the company pay fair value for their shares, if the acquiring person has acquired at
least a majority of all of the voting power of the company. As such, persons acquiring a
controlling interest may not be able to vote their shares.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Use of Proceeds</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We will not receive any proceeds from the sale of shares of our common stock by the selling
stockholders under this prospectus.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Selling Stockholders</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The selling stockholders may sell up to 1,400,000 shares of our common stock pursuant to this
prospectus consisting of 800,000 shares of our restricted common stock issued pursuant to certain
restricted stock award agreements and 600,000 shares of our common stock underlying stock options
issued pursuant to certain stock option agreements. The following table sets forth certain
information known to us concerning each of the selling stockholders. The shares are being
registered to permit the selling stockholders to offer the shares for resale from time to time.
See &#147;Plan of Distribution.&#148; All shares covered by this
registration statement currently vest in three equal annual
installments beginning with the first anniversary of the issuance
date.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Before</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Follow</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B> <SUP style="font-size: 85%; vertical-align: text-top"><B>(1)</B></SUP></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Hereby</B> <SUP style="font-size: 85%; vertical-align: text-top"><B>(1)</B></SUP></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B> <SUP style="font-size: 85%; vertical-align: text-top"><B>(2)</B></SUP></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B> <SUP style="font-size: 85%; vertical-align: text-top"><B>(2)</B></SUP></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J. Michael Kirksey<SUP style="font-size: 85%; vertical-align: text-top">(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">209,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John G. Williams<SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">456,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">600,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Less than 1%.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Ownership is determined based on 127,538,125 shares outstanding as of March&nbsp;7, 2008 and in
accordance with Rule&nbsp;13d-3 under the Securities Exchange Act of 1934. The actual number of
shares beneficially owned and offered for sale is subject to adjustment and could be
materially less or more than the estimated amount indicated depending upon factors which we
cannot predict at this time.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Assumes all the shares offered hereby are sold to persons who are not affiliates of the
selling stockholders and the selling stockholders sell no other shares they beneficially own.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Kirksey is the Executive Vice President and Chief Financial Officer of the Company. The
shares offered by Mr.&nbsp;Kirksey include 400,000 shares of restricted common stock and 400,000
shares of common stock underlying stock options that vest in three equal annual installments
beginning on September&nbsp;26, 2008.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Williams is the Executive Vice President of Exploration of the Company. The shares
offered by Mr.&nbsp;Williams include 400,000 shares of restricted common stock and 200,000 shares
of common stock underlying stock options that vest in three equal annual installments
beginning on October&nbsp;1, 2008.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Except as indicated above, no selling stockholder has within the past three years had any position,
office or other material relationship with the Company or any of its predecessors or affiliates.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Plan of Distribution</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We will not receive any of the proceeds from the sale of the common stock by the selling
stockholders pursuant to this prospectus. The aggregate proceeds to the selling stockholders from
the sale of the common stock will be the purchase price of the common stock less any discounts and
commissions. A selling stockholder reserves the right to accept and, together with its agents, to
reject, any proposed purchased of common stock to be made directly or through agents. This
prospectus covers the resale of shares of our common stock by the selling stockholders. As used in
this prospectus, &#147;selling stockholders&#148; includes holders of shares of our common stock received
from a selling stockholder after the date of this prospectus and who received such shares by gift
or by other transfer by such selling stockholder to an immediate family member of such stockholder,
by will or through operation of the laws of descent and distribution, and their respective
administrators, guardians, receivers, executors or other persons acting in a similar capacity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The common stock may be sold from time to time to purchasers:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>directly by the selling stockholders and their successors, which includes their
transferees, pledgees or donees or their successors; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through underwriters, broker-dealers or agents who may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders or the purchasers of
the common stock. These discounts, concessions or commissions may be in excess of those
customary in the types of transactions involved.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The selling stockholders and any underwriters, broker-dealers or agents who participate in the
distribution of the common stock may be deemed to be &#147;underwriters&#148; within the meaning of the
Securities Act of 1933. As a result, any profits on the sale of the common stock by selling
stockholders and any discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts, and &#147;underwriters&#148; within the meaning of the
Securities Act of 1933 will be subject to prospectus delivery requirements of the Securities Act of
1933. If the selling stockholders are deemed to be underwriters, the selling stockholders may be
subject to certain statutory liabilities, including, without limitation, liabilities under Sections
11, 12 and 17 of the Securities Act of 1933 and Rule&nbsp;10b-5 under the Securities Exchange Act of
1934. If the common stock is sold through underwriters, broker-dealers or agents, the selling
stockholders will be responsible for underwriting discounts or commissions or agent&#146;s commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The common stock may be sold in one or more transactions at:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>fixed prices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prevailing market prices at the time of sale;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prices related to such prevailing market prices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>varying prices determined at the time of sale; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>negotiated prices.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">These sales may be effected in transactions:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>on any national securities exchange or quotation service on which the common stock may
be listed or quoted at the time of the sale;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the over-the-counter market;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>otherwise than on such exchanges or services or in the over-the-counter market;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the writing and exercise of options, whether such options are listed on an
options exchange or otherwise; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the settlement of short sales.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">These transactions may include block transactions or crosses. Crosses are transactions in which the
same broker acts as an agent on both sides of the trade.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In connection with the sales of the common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions. These broker-dealers
or other financial institutions may in turn engage in short sales of the common stock in the course
of hedging their positions. The selling </div>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">stockholders may also sell the common stock short and
deliver common stock to close out short positions, or loan or pledge common stock to broker-dealers
that in turn may sell the common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The selling stockholders may from time to time pledge or grant a security interest in some or all
of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">To our knowledge, there are currently no plans, arrangements or understandings between any selling
stockholders and any underwriter, broker-dealer or agent regarding the sale of the common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">At the time a particular offering is made, if required, a prospectus supplement will be
distributed, which will set forth the names of the selling stockholders, the aggregate amount and
type of securities being offered, the price at which the securities are being sold and other
material terms of the offering, including the name or names of any underwriters, broker-dealers or
agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed to be paid to
broker-dealers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We cannot be certain that any selling stockholder will sell any or all of the common stock pursuant
to this prospectus. Further, we cannot assure you that any such selling stockholder will not
transfer, devise or gift the common stock by other means not described in this prospectus. In
addition, any common stock covered by this prospectus that qualifies for sale pursuant to Rule&nbsp;144
of the Securities Act of 1933 may be sold under Rule&nbsp;144 rather than under this prospectus. The
common stock may be sold in some states only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification is available and complied
with.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The selling stockholders and any other person participating in the sale of the common stock will be
subject to the Securities Exchange Act of 1934. The Securities Exchange Act of 1934 rules include,
without limitation, Regulation&nbsp;M, which may limit the timing of purchases and sales of any of the
common stock by the selling stockholders and any other such person. In addition, Regulation&nbsp;M may
restrict the ability of any person engaged in the distribution of the common stock and the ability
of any person or entity to engage in market-making activities with respect to the common stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have agreed to pay substantially all expenses incidental to the registration, offering and sale
of the common stock to the public, other than commissions, fees and discounts of underwriters,
brokers, dealers and agents.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Legal Matters</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Akin Gump Strauss Hauer &#038; Feld LLP has passed upon certain legal matters in connection with the
registration of the common stock offered hereby. Woodburn and Wedge, our Nevada counsel, has
passed upon the validity of the common stock offered hereby. Any underwriters will be advised
about other issues relating to by offering by their own legal counsel.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Experts</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The consolidated financial statements of Endeavour International Corporation as of December&nbsp;31,
2007 and 2006, and for each of the years in the three-year period ended December&nbsp;31, 2007, and
management&#146;s assessment of the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">effectiveness of internal control over financial reporting as of
December&nbsp;31, 2007 have been incorporated by reference herein in reliance upon the reports of KPMG
LLP, independent registered public accounting firm, incorporated by
reference herein and upon the authority of said firm as experts
in accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain information incorporated by reference in this prospectus regarding estimated quantities of
oil and natural gas reserves owned by us is based on estimates of the reserves prepared by or
derived from estimates audited by Netherland, Sewell &#038; Associates, Inc. and all such information
has been so incorporated in reliance on the authority of that firm as experts regarding the matters
contained in their report.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Part II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Information Required in the Registration Statement</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following documents, which have been previously filed by us with the SEC under the Securities
Exchange Act of 1934, are incorporated herein by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for the year ended December&nbsp;31, 2007, including
information specifically incorporated by reference from our Proxy Statement for our Annual
Meeting of Stockholders to be held on May&nbsp;29, 2008;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K filed on January&nbsp;28, February&nbsp;15 and March&nbsp;5, 2008;
and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of our common stock contained in our registration statement on Form
8-A filed on June&nbsp;10, 2004, as amended by our amended registration statement on Form
8-A/A-1 filed on August&nbsp;11, 2004, and including any other amendments or reports filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All documents filed by us with the SEC pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (excluding any information furnished pursuant to Item&nbsp;2.02 or Item
7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item
9.02) of any such Current Report on Form 8-K) subsequent to the filing date of this registration
statement and prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of each such document.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;4. Description of Securities</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our articles of incorporation provide that no officer or director of Endeavour will be personally
liable to us or our stockholders for damages for breach of fiduciary duty as a director or officer,
other than (i)&nbsp;for acts or omissions that involve intentional misconduct, fraud or knowing
violations of law or (ii)&nbsp;the unlawful payment of a distribution. In addition, our articles of
incorporation and bylaws provide that we will indemnify our officers and directors and advance
related costs and expenses incurred by them to the fullest extent permitted by Nevada law. In
addition, we may also enter into agreements with any officer or director and may obtain insurance
indemnifying officers and directors against certain liabilities incurred by them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NRS Section&nbsp;78.138 provides that a director or officer will not be individually liable unless it is
proven that (i)&nbsp;the director&#146;s or officer&#146;s acts or omissions constituted a breach of his or her
fiduciary duties, and (ii)&nbsp;such breach involved intentional misconduct, fraud or a knowing
violation of the law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NRS Section&nbsp;78.7502 permits a corporation to indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
a threatened, pending or completed action, suit or proceeding if the officer or director (i)&nbsp;is not
liable pursuant to NRS 78.138 or (ii)&nbsp;acted in good faith and in a manner the officer or director
reasonably believed to be in or not opposed to the best interests of the corporation and, if a
criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or
director was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NRS Section&nbsp;78.751 permits a Nevada corporation to indemnify its officers and directors against
expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are
incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on
behalf of the officer or director to repay the amount if it
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">is ultimately determined by a court of competent jurisdiction that such officer or director is not
entitled to be indemnified by the corporation. NRS 78.751 further permits the corporation to grant
its directors and officers additional rights of indemnification under its articles of incorporation
or bylaws or otherwise. NRS 78.752 provides that a Nevada corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to indemnify him against
such liability and expenses.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;7. Exemption From Registration Claimed</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The shares of our restricted common stock and options to purchase shares of our common stock were
issued to certain officers of the Company as inducement or incentive awards. These grants were
exempt from registration pursuant to Section&nbsp;4(2) of the Securities Act of 1933.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;8. Exhibits</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrants to Purchase Common Stock issued to Trident Growth Fund, LP
dated July&nbsp;29, 2003 (warrant # 2003-3) (incorporated by reference to
Exhibit&nbsp;4.7 of our Annual Report on Form&nbsp;10-KSB (Commission File No.
000-33439) for the year ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to Warrants to Purchase Common Stock dated February&nbsp;26,
2004 (warrant # 2003-3) (incorporated by reference to Exhibit&nbsp;4.7 of our
Annual Report on Form&nbsp;10-KSB (Commission File No.&nbsp;000-33439) for the
year ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant to Purchase 25,000 Shares of Common Stock issued to Trident
Growth Fund, L.P. (incorporated by reference to Exhibit&nbsp;10.11 of our
Annual Report on Form&nbsp;10-KSB (Commission File No.&nbsp;000-33439) for the
Year Ended December&nbsp;31, 2002).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of January&nbsp;20, 2005, between Endeavour International
Corporation and Wells Fargo Bank, National Association, as Trustee,
relating to the 6.00% Convertible Senior Notes due 2012 (incorporated by
reference to our Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K filed on
January&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Trust Deed, dated as of January&nbsp;24, 2008, among Endeavour International
Corporation, Endeavour Energy Luxembourg S.a.r.l. and BNY Corporate
Trustee Services Limited, as trustee (incorporated by reference to
Exhibit&nbsp;4.1 of our Current Report on Form&nbsp;8-K filed January&nbsp;28, 2008).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated as of January&nbsp;24, 2008, between
Endeavour International Corporation and Smedvig QIF Plc (incorporated by
reference to Exhibit&nbsp;4.2 of our Current Report on Form&nbsp;8-K).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Woodburn and Wedge regarding the legality of the common stock.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm KPMG LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Woodburn and Wedge (included in Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Akin Gump Strauss Hauer &#038; Feld LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page herein).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><I>&nbsp;</I></TD>
    <TD width="1%"><I>&nbsp;</I></TD>
    <TD><I>Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section&nbsp;13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act of
1933, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule&nbsp;430B or
other than prospectuses filed in reliance on Rule&nbsp;430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of
first use.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan&#146;s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference</TD>
</TR>


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Signatures</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 14<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of March, 2008.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">ENDEAVOUR INTERNATIONAL CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 0px solid #000000" align="left">/s/ Robert L. Thompson
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Robert L. Thompson&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Senior Vice President, Chief Accounting Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Power of Attorney and Signatures</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints J. Michael Kirksey and Robert L. Thompson, and each of them severally his true and lawful
attorney or attorneys-in-fact and agents, with full power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name, place and stead, in any
and all capacities, any or all amendments (including pre-effective and post-effective amendments)
to this Registration Statement and any registration statement for the same offering filed pursuant
to Rule&nbsp;462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, full power and authority to do
and perform in the name of on behalf of the undersigned, in any and all capacities, each and every
act and thing necessary or desirable to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying, approving and
confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form&nbsp;S-8
has been signed by the following persons in the capacities indicated on the 14th day of March,
2008.</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William L. Transier
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William L. Transier
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman, Chief Executive Officer and President
(Principal Executive Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. Michael Kirksey
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
J. Michael Kirksey
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Vice President and Chief Financial Officer
(Principal Financial Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert L. Thompson
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert L. Thompson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President, Chief Accounting Officer<BR>
(Principal Accounting Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John N. Seitz
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John N. Seitz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice Chairman</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John B. Connally, III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John B. Connally, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Barry
J. Galt<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Barry
J. Galt
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Nancy K. Quinn
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Nancy K. Quinn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas D. Clark, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Thomas D. Clark, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Charles J. Hue Williams
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Charles J. Hue Williams
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Index to Exhibits
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrants to Purchase Common Stock issued to Trident Growth Fund, LP
dated July&nbsp;29, 2003 (warrant # 2003-3) (incorporated by reference to
Exhibit&nbsp;4.7 of our Annual Report on Form&nbsp;10-KSB (Commission File No.
000-33439) for the year ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to Warrants to Purchase Common Stock dated February&nbsp;26,
2004 (warrant # 2003-3) (incorporated by reference to Exhibit&nbsp;4.7 of our
Annual Report on Form&nbsp;10-KSB (Commission File No.&nbsp;000-33439) for the
year ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant to Purchase 25,000 Shares of Common Stock issued to Trident
Growth Fund, L.P. (incorporated by reference to Exhibit&nbsp;10.11 of our
Annual Report on Form&nbsp;10-KSB (Commission File No.&nbsp;000-33439) for the
Year Ended December&nbsp;31, 2002).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of January&nbsp;20, 2005, between Endeavour International
Corporation and Wells Fargo Bank, National Association, as Trustee,
relating to the 6.00% Convertible Senior Notes due 2012 (incorporated by
reference to our Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K filed on
January&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Trust Deed, dated as of January&nbsp;24, 2008, among Endeavour International
Corporation, Endeavour Energy Luxembourg S.a.r.l. and BNY Corporate
Trustee Services Limited, as trustee (incorporated by reference to
Exhibit&nbsp;4.1 of our Current Report on Form&nbsp;8-K filed January&nbsp;28, 2008).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated as of January&nbsp;24, 2008, between
Endeavour International Corporation and Smedvig QIF Plc (incorporated by
reference to Exhibit&nbsp;4.2 of our Current Report on Form&nbsp;8-K).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Woodburn and Wedge regarding the legality of the common stock.</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Woodburn and Wedge (included in Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Akin Gump Strauss Hauer &#038; Feld LLP.</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
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    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page herein).</TD>
</TR>
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    <TD>Filed herewith.</TD>
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[{"type": "S-8", "sequence": "1", "filename": "h54887sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 161661}]
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sv8
Table of Contents
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 Number)
1001 Fannin Street, Suite 1600
Houston, Texas 77002
(Address of principal executive offices)
Restricted Stock Award Agreements
Stock Option Agreements
(Full title of the plan)
Karen Paganis
Endeavour International Corporation
1001 Fannin Street, Suite 1600
Houston, Texas 77002
(713) 307-8700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Michael E. Dillard, P.C.
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
(713) 220-5800
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE
AMOUNT TO BE
OFFERING PRICE PER
AGGREGATE
AMOUNT OF
REGISTERED
REGISTERED
(1)
SHARE
OFFERING PRICE
REGISTRATION FEE
Common stock, par value $0.001 per share
To be issued pursuant to restricted stock
award agreements
800,000
$1.38
[2]
$1,104,000
$43.39
To be issued pursuant to stock option agreement
400,000
$2.00
[3]
$800,000
$31.44
To be issued pursuant to stock option agreement
200,000
$1.14
[3]
$228,000
$8.96
Total
1,400,000
$N/A
$2,132,000
$83.79
(1)
This Registration Statement covers (i) 400,000 shares of common stock, par value $0.001, of
Endeavour International Corporation (the "Company") issued pursuant to a restricted stock award
agreement dated September 26, 2007 between the Registrant and J. Michael Kirksey; (ii) 400,000
shares of common stock of the Company issued pursuant to a restricted stock award agreement dated
October 1, 2007 between the Company and John G. Williams; (iii) 400,000 shares of common stock
issuable pursuant to a stock option agreement dated September 26, 2007 between the Company and J.
Michael Kirksey (the "Kirksey Option Agreement"); and (iv) 200,000 shares of common stock issuable
pursuant to a stock option agreement dated October 1, 2007 between the Company and John G. Williams
(the "Williams Option Agreement" and, together with the Kirksey Option Agreement, the "Stock Option
Agreements").
All shares covered by this registration
statement currently vest in three equal annual installments beginning
with the first anniversary of the issuance date.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act
based on $1.38, the average of the
high and low sale prices for the common stock on the American Stock Exchange on March 13, 2008.
(3)
Pursuant to Rule 457(h), the proposed maximum offering price and the proposed maximum aggregate
offering price are estimated on the basis of the per share exercise price of the options issued
pursuant to each Stock Option Agreement solely for purposes of calculating the registration fee.
Table of Contents
EXPLANATORY NOTE
The 1,400,000 shares of common stock, par value $0.001 per share, of Endeavour International
Corporation, a Nevada corporation (the "Company"), being registered pursuant to this Form S-8 are
comprised of (i) 400,000 shares of common stock issued pursuant to a restricted stock award
agreement dated September 26, 2007 between the Company and J. Michael Kirksey (the "Kirksey
Restricted Stock Agreement"); (ii) 400,000 shares of common stock of the Company issued pursuant to
a restricted stock award agreement dated October 1, 2007 between the Company and John G. Williams
(the "Williams Restricted Stock Agreement"); (iii) 400,000 shares of common stock issuable pursuant
to a stock option agreement dated September 26, 2007 between the Company and J. Michael Kirksey
(the "Kirksey Option Agreement") and (iv) 200,000 shares of common stock issuable pursuant to a
stock option agreement dated October 1, 2007 between the Company and John G. Williams (the
"Williams Option Agreement").
This Registration Statement contains two parts. The first part contains a reoffer prospectus
pursuant to Form S-3 (in accordance with Section C of the General Instructions to the Form S-8),
which covers reoffers and resales of "restricted securities" and/or "control securities" (as such
terms are defined in Section C of the General Instructions to Form S-8) of the Company. This
reoffer prospectus may be used by (i) J. Michael Kirksey for reoffers and resales on a continuous
or delayed basis in the future of up to 400,000 shares of common stock issued pursuant to the
Kirksey Restricted Stock Agreement and 400,000 shares of common stock issuable pursuant to the
Kirksey Option Agreement and (ii) John G. Williams for reoffers and resales on a continuous or
delayed basis in the future of up to 400,000 shares of common stock issued pursuant to the Williams
Restricted Stock Agreement and 200,000 shares of common stock issuable pursuant to the Williams
Option Agreement. The second part of this Registration Statement contains Information Required in
the Registration Statement pursuant to Part II of Form S-8.
Table of Contents
The information in this prospectus is not complete and may be changed. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
PROSPECTUS
1,400,000 SHARES OF COMMON STOCK
ENDEAVOUR INTERNATIONAL CORPORATION
This prospectus relates to the offer and sale from time to time of up to 1,400,000 shares (the
"Shares") of our common stock by the selling stockholders named in this prospectus. The Shares
include 800,000 shares of our restricted common stock issued pursuant to certain restricted stock
award agreements and 600,000 shares of our common stock underlying stock options issued pursuant to
certain stock option agreements. The selling stockholders may offer the shares from time to time
through public or private transactions at prevailing market prices, at prices related to prevailing
market prices or at other negotiated prices. A selling stockholder may sell none, some or all of
the shares offered by this prospectus. We cannot predict when or in what amounts a selling
stockholder may sell any of the shares offered by this prospectus. We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
Our common stock is traded on the American Stock Exchange under the symbol "END." On March 13,
2008, the closing price for our common stock was $1.40 per share.
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is March 14, 2008.
Table of Contents
Page
Our Company
1
Preliminary Note And Cautionary Statement Regarding Forward-Looking Statements
1
Where You Can Find More Information
1
Incorporation of Certain Documents By Reference
2
Risk Factors
3
Use of Proceeds
12
The Selling Stockholders
12
Plan of Distribution
13
Legal Matters
14
Experts
14
Opinion of Woodburn and Wedge
Consent of KPMG LLP
Consent of Netherland, Sewell & Associates, Inc.
Consent of Akin Gump Strauss Hauer & Feld LLP
i
Table of Contents
Our Company
We are an independent oil and gas company engaged in the exploration, development and production of
oil and gas reserves in the North Sea. Our focus on the North Sea is based on our belief that major
oil and gas producers are shifting their strategic focus away from the mature producing areas of
the North Sea, similar to the transition that occurred in the Gulf of Mexico in the 1980s. We
believe this will create significant opportunities for smaller independent producing companies to
capitalize on the attractive qualities of the North Sea, such as significant estimates of
undiscovered reserves in the region, extensive existing infrastructure, recent favorable regulatory
initiatives and advances in technology and completion techniques. Our senior management team has
extensive technical expertise and an average of over 20 years of industry experience to take
advantage of these opportunities.
Endeavour International Corporation is a Nevada corporation. Our principal executive offices are
located at 1001 Fannin Street, Suite 1600, Houston, Texas 77002, and our telephone number is (713)
307-8700. Our website is
www.endeavourcorp.com
. The information on our website is not part of this
prospectus.
Preliminary Note And Cautionary Statement Regarding Forward-Looking Statements
You should rely only on the information contained in this prospectus. We have not authorized
anyone to provide you with information that is different. The selling stockholders are offering to
sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our
common stock.
This prospectus and our documents filed with the Securities and Exchange Commission (the "SEC") and
incorporated by reference in this prospectus include or may contain certain forward-looking
statements. The words "may," "will," "expect," "anticipate," "believe," "continue," "estimate,"
"project," "intend," and similar expressions used in this prospectus are intended to identify
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these
forward-looking statements, which speak only as of the date made. We undertake no obligation to
publicly release the result of any revision of these forward-looking statements to reflect events
or circumstances after the date they are made or to reflect the occurrence of unanticipated events.
You should also know that such statements are not guarantees of future performance and are subject
to risks, uncertainties and assumptions. We have included important factors in the cautionary
statements included or incorporated in this prospectus, particularly under the caption "Risk
Factors" below that we believe could cause actual results or events to differ materially from the
forward-looking statements we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint venture or investments we may make.
Where You Can Find More Information
We are subject to the information requirements of the Securities Exchange Act of 1934, and in
accordance therewith file reports, proxy statements and other information with the SEC. These
reports, proxy statements and other information can be inspected and copied at the SEC's Public
Reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the
SEC. Endeavour maintains an Internet site at www.endeavourcorp.com.
We have filed a registration statement with the SEC on Form S-8 (including any amendments thereto,
known as the registration statement) under the Securities Act of 1933 with respect to the shares of
common stock offered by the selling stockholders hereby. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and schedules thereto.
You may refer to the registration statement and the exhibits and schedules thereto for more
information about our common stock and us. You can obtain a copy of the registration statement
from the SEC at the address listed above or from the SEC's Internet site. Statements made in this
prospectus regarding the contents of any contract or document filed as an exhibit to the
registration statement are not necessarily complete and, in each instance, reference is herby made
to the copy of such contract or document so filed. Each such statement is qualified in its
entirety by such reference.
1
Table of Contents
Incorporation of Certain Documents By Reference
We are incorporating by reference in this prospectus information we file with the SEC (other than
information furnished pursuant to Item 2.02 or Item 7.01 (including any financial statements or
exhibits relating thereto furnished pursuant to item 9.01) of any Current Report on Form 8-K),
which means that we are disclosing important information to you by referring you to those
documents. The information we incorporate by reference is an important part of this prospectus, and
later information that we file with the SEC automatically will update and supersede this
information. We incorporate by reference the documents listed below and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934,
excluding any information in those documents that is deemed by the rules of the SEC to be furnished
not filed, until we close this offering:
•
our Annual Report on Form 10-K for the year ended December 31, 2007, including
information specifically incorporated by reference from our Proxy Statement for our Annual
Meeting of Stockholders to be held on May 29, 2007;
•
our Current Reports on Form 8-K filed on January 28, February 15 and March 5, 2008; and
•
the description of our common stock contained in our registration statement on Form 8-A
filed on June 10, 2004, as amended by our amended registration statement on Form 8-A/A-1
filed on August 11, 2004, and including any other amendments or reports filed for the
purpose of updating such description.
You may request a copy of these filings, which we will provide to you at no cost, by writing or
telephoning us at the following address and telephone number:
Endeavour International Corporation
1001 Fannin Street, Suite 1600
Houston, Texas 77002
(713) 307-8700
Attention: Vice President – Legal and Corporate Secretary
2
Table of Contents
Risk Factors
An investment in our common stock involves a high degree of risk. You should consider carefully
the risks and uncertainties described below and the other information in this prospectus, including
our financial statements and related notes, before deciding to invest in our common stock. If any
of the following risks or uncertainties actually occurs, our business, financial condition and
operating results would likely suffer. In that event, the market price of the offered securities
could decline and you could lose all or part of the money you paid to buy our common stock.
Our ability to produce commercial quantities of oil and gas from our properties may be
adversely affected by factors outside of our control. If we are unable to produce oil and gas from
our properties in commercial quantities, our operations will be severely affected.
Our business of exploring, developing and producing oil and gas involves a substantial risk of
investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive
or that the wells, although productive, do not produce oil or gas in economic quantities. Other
hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of
circulation of drilling fluids, or other conditions may substantially delay or prevent completion
of any well. This could result in a total loss of our investment in a particular property.
Certain of our operating areas may be subject to severe weather conditions which could adversely
impact our operations. A productive well may become uneconomic if water or other substances are
encountered, which impair or prevent the production of oil and gas from the well. In addition,
production from any well may be unmarketable if it is impregnated with water or other deleterious
substances. We cannot assure you that oil and gas will be produced from the properties in which we
have interests, nor can we assure the marketability of oil and gas that may be acquired or
discovered. Numerous factors are beyond our control, including the proximity and capacity of oil
and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties,
allowable production and environmental regulations. We cannot predict how these factors may affect
our business.
We may not be able to replace production with new reserves which could cause our production
and reserves to decline.
Our future oil and gas production is highly dependent upon our level of success in finding or
acquiring additional reserves. In general, the volume of production from oil and gas properties
declines as reserves are depleted. The decline rates depend on reservoir characteristics. Our
reserves will decline unless we acquire properties with proved reserves or conduct successful
development and exploration drilling activities.
We have limited control over the availability or cost of drilling rigs and other equipment and
services which are essential to our operations, and market conditions or transportation impediments
may hinder access to oil and gas markets or delay production.
We have limited control over the availability and cost of drilling rigs and other services and
equipment which are necessary for us to carry out our exploration and development activities.
Procuring a sufficient number of drilling rigs is expensive and difficult as the market for such
rigs is highly competitive. The cost of all oil field services has increased significantly during
the past year as oil and gas companies have sought to increase production. There is no assurance
that we will be able to contract for such services or equipment on a timely basis or that the cost
of such services and equipment will remain at a satisfactory or affordable level. Shortages or the
high cost of drilling rigs, equipment, supplies or personnel could delay or adversely affect our
exploration and development operations, which could have a material adverse effect on our business,
financial condition or results of operations.
Market conditions, the unavailability of satisfactory oil and natural gas transportation or the
location of our drilling operations may hinder our access to oil and gas markets, or delay
production or increase our expenses. The availability of a ready market for oil and gas production
depends on a number of factors, including the demand for and supply of oil and gas and the
proximity of reserves to pipelines and terminal facilities.
Our debt level could negatively impact our financial condition, results of operations and
business prospects.
As of
December 31, 2007, we had $266.3 million in outstanding indebtedness. Our level of
indebtedness could have important consequences on our operations, including:
3
Table of Contents
•
placing restrictions on certain operating activities;
•
making it more difficult for us to satisfy our obligations under our indentures or the
terms of our other debt and increasing the risk that we may default on our debt
obligations;
•
requiring us to dedicate a substantial portion of our cash flow from operating
activities to required payments on debt, thereby reducing the availability of cash flow for
working capital, capital expenditures and other general business activities;
•
limiting our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions and other general business activities;
•
decreasing our ability to withstand a downturn in our business or the economy generally;
and
•
placing us at a competitive disadvantage against other less leveraged competitors.
We may not have sufficient funds to repay our outstanding debt. If we are unable to repay our debt
out of cash on hand, we could attempt to refinance such debt, sell assets or repay such debt with
the proceeds from an equity offering. We cannot assure you that we will be able to generate
sufficient cash flow from operating activities to pay the interest on our debt or that future
borrowings, equity financings or proceeds from the sale of assets will be available to pay or
refinance such debt. Factors that will affect our ability to raise cash through an offering of our
capital stock, a refinancing of our debt or a sale of assets include financial market conditions,
our market value and our operating performance at the time of such offering or other financing. We
cannot assure you that any such offering, refinancing or sale of assets can be successfully
completed, which could have a material adverse effect on our operations and negatively impact our
exploration program.
We have outstanding $81.25 million of 6.00% convertible senior notes due 2012. Upon specified
change of control events, each holder of those notes may require us to purchase all or a portion of
the holder's notes at a price equal to 100% of the principal amount, plus accrued and unpaid
interest, if any, up to but excluding the date of purchase, plus in certain circumstances, a
makewhole premium. In early 2008, under a private offering, we issued $40 million of 11.5%
guaranteed convertible bonds due 2014 to a company controlled by the Smedvig family office of
Norway. If we undergo a "change of control" the holders of these bonds have the right, subject to
certain conditions, to redeem the bonds and accrued interest.
We also have outstanding $110 million under a Secured Revolving Loan and a Letter of Credit
Facility Agreement. An additional $75 million, outstanding under a Second Lien Credit and
Guarantee Agreement, was repaid in January 2008. At the same time, we also borrowed $25 million
under a Junior Facility Agreement (together, the "Debt Agreements"). Upon specified change of
control events, each lender under the Debt Agreements may cancel the facility and declare
outstanding loans, plus accrued and unpaid interest, outstanding letters of credit and other
outstanding fees, if any, due and payable. We cannot assure you we would have sufficient financial
resources to purchase the notes or bonds for cash or repay the lenders under our Debt Agreements
upon the occurrence of a change of control. In addition, events involving a change of control may
result in an event of default under other debt we may incur in the future.
Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service
obligations to increase significantly.
Certain of our borrowings, primarily borrowings under our bank facilities, are at variable rates of
interest and expose us to interest rate risk. If interest rates increase, our debt service
obligations on the variable rate indebtedness would increase even though the amount borrowed would
remain the same, and our net income would decrease. A 0.25% change in interest rates would result
in a $0.4 million change in our annual interest expense.
We will not be the operator of all of the interests we own or acquire, and therefore we may not be
in a position to control the timing of development efforts, the associated costs, or the rate of
production of the reserves in respect of such interests.
A significant number of our interests, including several of our producing fields, are located in
blocks that we do not currently operate and as we carry out our planned drilling program, we will
not serve as operator of all planned wells. As a result, we may have limited ability to exercise
influence over the operations of these interests or their associated costs. Dependence on the
operator and other working interest owners for these projects, and limited ability to influence
operations and associated costs could prevent the realization of expected returns on capital in
4
Table of Contents
drilling or acquisition activities. The success and timing of development and exploitation
activities on properties operated by others depend upon a number of factors that will be largely
outside our control, including:
•
the timing and amount of their capital expenditures;
•
the availability of suitable offshore drilling rigs, drilling equipment, support
vessels, production and transportation infrastructure and qualified operating personnel;
•
the operator's expertise and financial resources;
•
approval of other participants to drill wells and implement other work programs;
•
selection of technology; and
•
the rate of production of the reserves.
If we are unable to obtain additional financing or generate sufficient operating cash flow, we may
not be able to adequately fund our existing development and exploration projects, acquire
additional oil and gas interests, or maintain our rights in such projects.
We may not have an adequate amount of financial resources to adequately fund all of our development
and exploration projects. In the past, we have relied on operating cash flows, credit facility
borrowings and the sale of our debt and equity securities to fund the acquisition, exploration and
development of our petroleum properties. We may need to raise additional capital to continue
funding these projects and to have the ability to fund additional projects. We cannot assure you
that additional funding will be available to us for exploration and development of our projects or
to fulfill our obligations under any agreements. We also cannot assure you that we will be able to
generate sufficient operating cash flow or obtain adequate financing in the future or that the
terms of any such financing will be favorable. Failure to generate such additional operating cash
flow or obtain such additional financing could result in delay, postponement or cancellation of
further exploration and development of our projects or the loss of our interest in our prospects.
We expect to incur substantial expenditures in connection with our oil and gas exploration
development and production activities which may be in excess of operating cash flows and may
require us to seek external sources of capital in the future.
Competition for oil and gas properties and prospects is intense and some of our competitors have
larger financial, technical and personnel resources that give them an advantage in evaluating,
obtaining and developing properties and prospects.
We operate in a highly competitive environment for reviewing prospects, acquiring properties,
marketing oil and gas and securing trained personnel. Many of our competitors are major or
independent oil and gas companies that have longer operating histories in this region and employ
superior financial resources which allow them to obtain substantially greater technical and
personnel resources and which better enable them to acquire and develop the prospects that they
have identified. We also actively compete with other companies when acquiring new leases or oil
and gas properties. Our relatively small size could adversely affect our ability to obtain new
licenses in the future. Specifically, competitors with greater resources than our own can have
certain advantages that are particularly important in reviewing prospects and purchasing
properties. Competitors may be able to evaluate, bid for and purchase a greater number of
properties and prospects than our financial or personnel resources permit. Competitors may also be
able to pay more for productive oil and gas properties and exploratory prospects than we are able
or willing to pay. If we are unable to compete successfully in these areas in the future, our
future revenues and growth may be diminished or restricted.
These competitors may also be better able to withstand sustained periods of unsuccessful drilling.
Larger competitors may be able to absorb the burden of any changes in laws and regulations more
easily than we can,
which would adversely affect our competitive position. In addition, most of our competitors have
been operating for a much longer time and have demonstrated the ability to operate through industry
cycles.
If we are unable to identify additional oil and gas prospects in which we can acquire an interest
at an affordable price, we may not be able to grow successfully.
One element of our strategy is to continue to grow through selected acquisitions of additional
interests in oil and gas prospects. This strategy may not be successful, however, because:
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•
we may not be able to identify additional desirable oil and gas prospects and acquire
interests in such prospects at a desirable price;
•
any acquisition of interests in oil and gas prospects may be found not to include
prospects that contain proven oil or gas reserves;
•
we may not have the ability to develop prospects that contain proven oil or gas reserves
to the point of commercial production;
•
we may not have the financial ability to complete additional acquisitions of interests
in oil and gas prospects or to develop the prospects that we acquire to the point of
production; and
•
we may not be able to consummate additional acquisitions on terms favorable to us or at
all.
Acquiring interests in properties for oil and natural gas exploration is speculative in nature and
may not ever result in operating revenues or profits.
We cannot assure you that we will discover oil and gas in commercial quantities in our current
properties or properties we may acquire in the future. Our success depends upon our ability to
acquire working and revenue interests in properties upon which oil and gas reserves ultimately are
discovered.
We face risks associated with our acquisition strategy.
As part of our growth strategy, we intend to pursue strategic acquisitions of new properties that
expand our current asset base and potentially offer unexploited reserve potential. This strategy
involves risks and we cannot assure you that:
•
we will be able to finance or consummate the transactions we select;
•
any acquisitions will be profitable or be successfully integrated into our operations;
•
we will be able to retain and motivate key personnel of acquired businesses;
•
any acquisitions and integrations will not divert management resources; or
•
any acquisitions and integrations will not have an adverse effect on our results of
operations or financial condition.
Market fluctuations in the prices of oil and gas could adversely affect the price at which we can
sell oil or gas discovered on our properties, and lower oil and gas prices may cause us to record
ceiling test write-downs.
In recent decades, there have been periods of both worldwide over-production and underproduction of
hydrocarbons, varying weather patterns and periods of both increased and relaxed energy
conservation efforts. These conditions have resulted in periods of excess supply of, and reduced
demand for, crude oil on a worldwide basis and for natural gas on a regional basis. These periods
historically have been followed by periods of short supply of, and increased demand for, crude oil
and natural gas. The excess or short supply of oil and gas has placed pressures on prices and has
resulted in dramatic price fluctuations, even during relatively short periods of seasonal market
demand. We cannot predict with any degree of certainty future oil and gas prices. Changes in oil
and gas prices significantly affect our revenues, operating results, profitability and the amount
and value of our oil and gas
reserves. Lower prices may reduce the amount of oil and gas that we can produce economically. In
an attempt to reduce our price risk, we may periodically enter into hedging transactions with
respect to a portion of our expected future production.
We use the full cost method of accounting for our oil and gas operations. Accordingly, we
capitalize the cost to acquire, explore and develop oil and gas properties. Under full cost
accounting rules, the net capitalized costs of oil and gas properties (net of related deferred
taxes), including estimated capitalized abandonment costs, may not exceed a "ceiling limit," which
is based upon the present value of estimated future net cash flows from proved reserves, discounted
at 10% and excluding cash flows related to estimated abandonment costs, plus the lower of cost or
fair value of unproved properties. If net capitalized costs of oil and gas properties exceed the
ceiling limit, we must charge the amount of the excess to earnings as an impairment charge. This
is called a "ceiling test write-down." This charge does not impact cash flow from operating
activities, but does reduce net income. The risk that we will be required to write down the
carrying value of oil and gas properties increases when oil and natural gas prices are low. In
addition, write-downs may occur if we experience substantial downward adjustments to our estimated
proved reserves. We cannot assure you that we will not experience ceiling test write-downs in the
future.
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Our results of operations could be adversely affected by goodwill impairments.
As a result of mergers and acquisitions, at December 31, 2007 we had approximately $283 million of
goodwill on our balance sheet. Goodwill is not amortized, but instead must be tested at least
annually for impairment by applying a fair-value-based test. Goodwill is deemed impaired to the
extent that its carrying amount exceeds the fair value of the reporting unit. Although our latest
tests indicate that no goodwill impairment is currently required, future deterioration in market
conditions could lead to goodwill impairments that could have a substantial negative effect on our
profitability.
Derivative transactions may limit our potential gains and involve other risks.
To manage our exposure to price risk with our production, we entered into commodity derivative
contracts. We may also enter into other commodity derivative contracts from time to time with
respect to a portion of our future production to manage our exposure to price risk or exposure to
interest rate risk. The goal of these derivative contracts is to limit volatility and increase the
predictability of cash flow. These transactions may limit our potential gains if oil and gas
prices were to rise over, or interest rates fall below, the prices established by the derivative
contracts. If oil and gas prices rise or interest rates fall, we could be subject to margin calls.
In addition, derivative contracts may expose us to the risk of financial loss in certain
circumstances, including instances in which:
•
our production is less than expected;
•
the counterparties to our contracts fail to perform under the contracts; or
•
a sudden, unexpected event materially impacts oil or gas prices or interest rates.
The use of 3-D seismic is only an interpretive tool and we may be unable to recognize significant
geological features.
The use of 3-D seismic is only an interpretive tool and we may be unable to recognize significant
geological features due to errors in analysis of data, processing limitations or other factors.
The use of seismic information does not guarantee that the wells we drill will encounter
hydrocarbons, or if we do encounter hydrocarbons, that they will be present in commercial
quantities.
We operate internationally and are subject to political, economic and other uncertainties.
We currently have operations in the United Kingdom, Norway and the Netherlands. We may expand our
North Sea operations to other countries or regions. International operations are subject to
political, economic and other uncertainties, including:
•
the risk of war, acts of terrorism, revolution, border disputes, expropriation,
renegotiation or modification of existing contracts, and import, export and transportation
regulations and tariffs;
•
taxation policies, including royalty and tax increases and retroactive tax claims;
•
exchange controls, currency fluctuations and other uncertainties arising out of foreign
government sovereignty over our international operations;
•
laws and policies of the U.S. affecting foreign trade, taxation and investment; and
•
the possibility of being subject to the exclusive jurisdiction of foreign courts in
connection with legal disputes and the possible inability to subject foreign persons to the
jurisdiction of courts in the United States.
The exploration, production and sale of oil and gas are extensively regulated by governmental
bodies. Applicable legislation is under constant review for amendment or expansion. These efforts
frequently result in an increase in the regulatory burden on companies in our industry and
consequently an increase in the cost of doing business and decrease in profitability. Numerous
governmental departments and agencies are authorized to, and have, issued rules and regulations
imposing additional burdens on the oil and gas industry that often are costly to comply with and
carry substantial penalties for failure to comply. Production operations are affected by changing
tax and other laws relating to the petroleum industry, by constantly changing administrative
regulations and possible interruptions or termination by government authorities.
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Oil and gas mineral rights may be held by individuals, corporations or governments having
jurisdiction over the area in which such mineral rights are located. As a general rule, parties
holding such mineral rights grant licenses or leases to third parties to facilitate the exploration
and development of these mineral rights. The terms of the leases and licenses are generally
established to require timely development. Notwithstanding the ownership of mineral rights, the
government of the jurisdiction in which mineral rights are located generally retains authority over
the manner of development of those rights.
Our insurance may not protect us against business and operating risks, including the potential that
an operator of a prospect in which we participate may fail to maintain or obtain adequate
insurance.
Oil and gas operations are subject to particular hazards incident to the drilling and production of
oil and gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well
fluids, fires and pollution and other environmental risks. These hazards can cause personal injury
and loss of life, severe damage to and destruction of property and equipment, pollution or
environmental damage and suspension of operations. We maintain insurance for some, but not all, of
the potential risks and liabilities associated with our business. If a significant accident or
other event resulting in damage to our operations, including severe weather, terrorist acts, war,
civil disturbances, pollution or environmental damage, occurs and is not fully covered by
insurance, it could adversely affect our financial condition and results of operations. We do not
currently operate all of our oil and gas properties. In the projects in which we own non-operating
interests, the operator may maintain insurance of various types to cover our operations with policy
limits and retention liability customary in the industry. The occurrence of a significant adverse
event that is not fully covered by insurance could result in the loss of our total investment in a
particular prospect and additional liability for us, which could have a material adverse effect on
our financial condition and results of operations.
The cost of decommissioning is uncertain.
We expect to incur obligations to abandon and decommission certain structures in the North Sea. To
date the industry has little experience of removing oil and gas structures from the North Sea. Few
of the structures in the North Sea have been removed. Certain groups have been established to
study issues relating to decommissioning and abandonment and how the costs will be borne. Because
experience is limited, we cannot predict the costs of any future decommissions for which we might
become obligated.
Reserve estimates depend on many assumptions that may turn out to be inaccurate and any material
inaccuracies in the reserve estimates or underlying assumptions of our assets will materially
affect the quantities and present value of those reserves.
Estimating oil and gas reserves is complex and inherently imprecise. It requires interpretation of
the available technical data and making many assumptions about future conditions, including price
and other economic factors. In preparing such estimates, projection of production rates, timing of
development expenditures and available geological, geophysical, production and engineering data are
analyzed. The extent, quality and reliability of these data can vary. This process also requires
economic assumptions about matters such as oil and natural gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds. If our interpretations or
assumptions used in arriving at our reserve estimates prove to be inaccurate, the amount of oil and
gas that will ultimately be recovered may differ materially from the estimated quantities and net
present value of reserves owned by us.
Actual future production, oil and natural gas prices, revenues, taxes, development expenditures,
operating expenses and quantities of recoverable oil and gas reserves most likely will vary from
estimates, perhaps significantly. In addition, we may adjust estimates of proved reserves to
reflect production history, results of exploration and development, prevailing oil and natural gas
prices and other factors, many of which are beyond our control.
If we are unable to fulfill commitments under any of our licenses, we will lose our interest, and
our entire investment, in such license.
Our ability to retain licenses in which we obtain an interest will depend on our ability to fulfill
the commitments made with respect to each license. We cannot assure you that we or the other
participants in the projects will have
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the financial ability to fund these potential commitments.
If we are unable to fulfill commitments under any of our licenses, we will lose our interest, and
our entire investment, in such license.
We are subject to environmental regulations that can have a significant impact on our operations.
Our operations are subject to a variety of national, state, local, and international laws and
regulations governing the discharge of materials into the environment or otherwise relating to
environmental protection, particularly in the United Kingdom and Norway where our operations are
currently concentrated. Failure to comply with these laws and regulations can result in the
imposition of substantial fines and penalties as well as potential orders suspending or terminating
our rights to operate. Some environmental laws to which we are subject provide for strict
liability for pollution damages, rendering a person liable without regard to negligence or fault on
the part of such person. In addition, we may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances such as oil and gas related
products. Aquatic environments in which we operate are often particularly sensitive to
environmental impacts, which may expose us to greater potential liability than that associated with
exploration, development and production at many onshore locations.
Changes in environmental laws and regulations occur frequently, and any changes that result in more
stringent or costly requirements for oil and gas exploration and production activities could
require us, as well as others in our industry, to make significant expenditures to attain and
maintain compliance which could have a corresponding material adverse effect on our competitive
position, financial condition or results of operations. We cannot provide assurance that we will
be able to comply with future laws and regulations to the same extent that we believe we have in
the past. Similarly, we cannot always precisely predict the potential impact of environmental laws
and regulations which may be adopted in the future, including whether any such laws or regulations
would restrict our operations in any area.
Current and future environmental regulations, including restrictions on greenhouse gases due to
concerns about climate change, could reduce the demand for our products. Our business, financial
condition and results of operations could be materially and adversely affected if this were to
occur.
Under certain environmental laws and regulations, we could be subject to liability arising out of
the conduct of operations or conditions caused by others, or for activities that were in compliance
with all applicable laws at the time they were performed. Such liabilities can be significant, and
if imposed could have a material adverse effect on our financial condition or results of
operations.
Governmental regulations to which we are subject could expose us to significant fines and/or
penalties and our cost of compliance with such regulations could be substantial.
Oil and gas exploration, development and production are subject to various types of regulation by
local, state and national agencies. Regulations and laws affecting the oil and gas industry are
comprehensive and under constant review for amendment and expansion. These regulations and laws
carry substantial penalties for failure to comply. The regulatory burden on the oil and gas
industry increases our cost of doing business and, consequently, adversely affects our
profitability. In addition, competitive conditions may be substantially affected by various forms
of energy legislation and/or regulation considered from time to time by the governments and/or
agencies thereof.
We are dependent on our executive officers and need to attract and retain additional qualified
personnel.
Our future success depends in large part on the service of our executive officers. The loss of
these executives could have a material adverse effect on our business. Although we have an
employment agreement with Mr. Transier, our president and chief executive officer, there can be no
assurance that we will have the ability to retain his services. Further, we do not maintain
key-person life insurance on Mr. Transier.
Our future success also depends upon our ability to attract, assimilate and retain highly qualified
technical and other management personnel, who are essential for the identification and development
of our prospects. There can be no assurance that we will be able to attract, integrate and retain
key personnel, and our failure to do so would have a material adverse effect on our business.
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We are unable to predict the outcome of the pending SEC investigation against TriMedia
Entertainment Group, Inc., a company in which we had an investment interest.
In September 2005, we, our chief executive officer, vice chairman of our board of directors and one
of our directors, received subpoenas from the Philadelphia District Office of the SEC in a matter
captioned In the Matter of TriMedia Entertainment Group, Inc., requesting the provision of certain
documents and information relating to us, TriMedia and a number of other companies and individuals.
At one time, we had an investment in TriMedia; however, this interest was transferred as part of
our restructuring that occurred in February 2004. As part of the restructuring, our current
management became affiliated with our company, and the company's name was changed to Endeavour
International Corporation. The SEC advised us that its request was in connection with a
confidential private investigation and that its request should not be construed as an indication
that we or any other person or entity has violated any law. We have cooperated with the SEC and
provided documents and information to the SEC. We believe that neither us nor any of our current
officers or directors have engaged in any wrongful conduct and we do not anticipate that the SEC
will make any allegations to that effect. We do not believe that the costs to be incurred by us in
connection with the investigation will materially affect us. However, we are unable to predict the
outcome of the investigation or whether it could have an impact on us or our operations.
The trading price of our common stock may be volatile.
Smaller capitalized companies like ours often experience substantial fluctuations in the trading
price of their securities. The trading price of our common stock has from time to time fluctuated
significantly and in the future may be subject to similar fluctuations. The trading price may be
affected by a number of factors, including those set forth herein, as well as our operating
results, financial condition, announcements or drilling activities, general conditions in the oil
and gas exploration and development industry, and other events or factors, some of which may be
unrelated to our performance or prospects or to conditions in the industry as a whole.
There is a limited market for our common stock.
Our common stock is traded on the American Stock Exchange and the London Stock Exchange.
Historically, there has not been an active trading market for a significant volume of our common
stock. We are not certain that an active trading market for our common stock will develop, or if
such a market develops, that it will be sustained, which may make it more difficult for you to sell
your shares of common stock in the future.
If we, our existing stockholders or holders of our securities that are convertible into shares of
our common stock sell additional shares of our common stock, the market price of our common stock
could decline.
The market price of our common stock could decline as a result of sales of a large number of shares
of common stock in the public market or the perception that such sales could occur. These sales,
or the possibility that these
sales may occur, might make it more difficult for us to sell equity securities in the future at a
time and at a price that we deem appropriate.
As of March 7, 2008, we had approximately 127.5 million shares of common stock outstanding. Of
those shares, approximately 4.3 million shares are restricted shares subject to vesting periods of
up to three years. The remainder of these shares are freely tradeable.
In addition, approximately 5.9 million shares are issuable upon the exercise of presently
outstanding stock options under our employee incentive plans, 1.3 million shares are issuable upon
the exercise of presently outstanding options and warrants outside our employee incentive plans,
16.2 million shares are issuable upon the conversion of our convertible senior notes due 2012 and
50.0 million shares are issuable upon conversion of the Series C Preferred Stock, based upon the
conversion price of $2.50, and 17.2 million shares are issuable upon conversion of the 11.5%
convertible bonds issued January 2008, based on a conversion price of $2.36.
Provisions in our articles of incorporation, bylaws and the Nevada Revised Statutes may discourage
a change of control.
Certain provisions of our amended and restated articles of incorporation and amended and restated
bylaws and the Nevada Revised Statutes (the "NRS") could delay or make more difficult a change of
control transaction or other
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business combination that may be beneficial to stockholders. These
provisions include, but are not limited to, the ability of our board of directors to issue a series
of preferred stock, classification of our board of directors into three classes and limiting the
ability of our stockholders to call a special meeting.
We are subject to the "Combinations With Interested Stockholders Statute" and the "Control Share
Acquisition Statute" of the NRS. The Combinations Statute provides that specified persons who,
together with affiliates and associates, own, or within three years did own, 10% or more of the
outstanding voting stock of a corporation cannot engage in specified business combinations with the
corporation for a period of three years after the date on which the person became an interested
stockholder, unless the combination or the transaction by which the person first became an
interested stockholder is approved by the corporation's board of directors before the person first
became an interested stockholder.
The Control Share Acquisition Statute provides that persons who acquire a "controlling interest",
as defined in the statute, in a company may only be given full voting rights in their shares if
such rights are conferred by the stockholders of the company at an annual or special meeting.
However, any stockholder that does not vote in favor of granting such voting rights is entitled to
demand that the company pay fair value for their shares, if the acquiring person has acquired at
least a majority of all of the voting power of the company. As such, persons acquiring a
controlling interest may not be able to vote their shares.
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Use of Proceeds
We will not receive any proceeds from the sale of shares of our common stock by the selling
stockholders under this prospectus.
The Selling Stockholders
The selling stockholders may sell up to 1,400,000 shares of our common stock pursuant to this
prospectus consisting of 800,000 shares of our restricted common stock issued pursuant to certain
restricted stock award agreements and 600,000 shares of our common stock underlying stock options
issued pursuant to certain stock option agreements. The following table sets forth certain
information known to us concerning each of the selling stockholders. The shares are being
registered to permit the selling stockholders to offer the shares for resale from time to time.
See "Plan of Distribution." All shares covered by this
registration statement currently vest in three equal annual
installments beginning with the first anniversary of the issuance
date.
Shares of
Shares of
Percentage of
Common Stock
Number of Shares
Common Stock
Shares of
Beneficially
of Common
Beneficially
Common Stock
Owned Before
Stock Offered
Owned Follow
Owned After
Name
Offering
(1)
Hereby
(1)
Offering
(2)
Offering
(2)
J. Michael Kirksey
(3)
609,000
800,000
209,000
*
John G. Williams
(4)
456,000
600,000
56,000
*
*
Less than 1%.
(1)
Ownership is determined based on 127,538,125 shares outstanding as of March 7, 2008 and in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934. The actual number of
shares beneficially owned and offered for sale is subject to adjustment and could be
materially less or more than the estimated amount indicated depending upon factors which we
cannot predict at this time.
(2)
Assumes all the shares offered hereby are sold to persons who are not affiliates of the
selling stockholders and the selling stockholders sell no other shares they beneficially own.
(3)
Mr. Kirksey is the Executive Vice President and Chief Financial Officer of the Company. The
shares offered by Mr. Kirksey include 400,000 shares of restricted common stock and 400,000
shares of common stock underlying stock options that vest in three equal annual installments
beginning on September 26, 2008.
(4)
Mr. Williams is the Executive Vice President of Exploration of the Company. The shares
offered by Mr. Williams include 400,000 shares of restricted common stock and 200,000 shares
of common stock underlying stock options that vest in three equal annual installments
beginning on October 1, 2008.
Except as indicated above, no selling stockholder has within the past three years had any position,
office or other material relationship with the Company or any of its predecessors or affiliates.
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Plan of Distribution
We will not receive any of the proceeds from the sale of the common stock by the selling
stockholders pursuant to this prospectus. The aggregate proceeds to the selling stockholders from
the sale of the common stock will be the purchase price of the common stock less any discounts and
commissions. A selling stockholder reserves the right to accept and, together with its agents, to
reject, any proposed purchased of common stock to be made directly or through agents. This
prospectus covers the resale of shares of our common stock by the selling stockholders. As used in
this prospectus, "selling stockholders" includes holders of shares of our common stock received
from a selling stockholder after the date of this prospectus and who received such shares by gift
or by other transfer by such selling stockholder to an immediate family member of such stockholder,
by will or through operation of the laws of descent and distribution, and their respective
administrators, guardians, receivers, executors or other persons acting in a similar capacity.
The common stock may be sold from time to time to purchasers:
•
directly by the selling stockholders and their successors, which includes their
transferees, pledgees or donees or their successors; or
•
through underwriters, broker-dealers or agents who may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders or the purchasers of
the common stock. These discounts, concessions or commissions may be in excess of those
customary in the types of transactions involved.
The selling stockholders and any underwriters, broker-dealers or agents who participate in the
distribution of the common stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. As a result, any profits on the sale of the common stock by selling
stockholders and any discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts, and "underwriters" within the meaning of the
Securities Act of 1933 will be subject to prospectus delivery requirements of the Securities Act of
1933. If the selling stockholders are deemed to be underwriters, the selling stockholders may be
subject to certain statutory liabilities, including, without limitation, liabilities under Sections
11, 12 and 17 of the Securities Act of 1933 and Rule 10b-5 under the Securities Exchange Act of
1934. If the common stock is sold through underwriters, broker-dealers or agents, the selling
stockholders will be responsible for underwriting discounts or commissions or agent's commissions.
The common stock may be sold in one or more transactions at:
•
fixed prices;
•
prevailing market prices at the time of sale;
•
prices related to such prevailing market prices;
•
varying prices determined at the time of sale; or
•
negotiated prices.
These sales may be effected in transactions:
•
on any national securities exchange or quotation service on which the common stock may
be listed or quoted at the time of the sale;
•
in the over-the-counter market;
•
otherwise than on such exchanges or services or in the over-the-counter market;
•
through the writing and exercise of options, whether such options are listed on an
options exchange or otherwise; or
•
through the settlement of short sales.
These transactions may include block transactions or crosses. Crosses are transactions in which the
same broker acts as an agent on both sides of the trade.
In connection with the sales of the common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions. These broker-dealers
or other financial institutions may in turn engage in short sales of the common stock in the course
of hedging their positions. The selling
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stockholders may also sell the common stock short and
deliver common stock to close out short positions, or loan or pledge common stock to broker-dealers
that in turn may sell the common stock.
Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant a security interest in some or all
of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
To our knowledge, there are currently no plans, arrangements or understandings between any selling
stockholders and any underwriter, broker-dealer or agent regarding the sale of the common stock.
At the time a particular offering is made, if required, a prospectus supplement will be
distributed, which will set forth the names of the selling stockholders, the aggregate amount and
type of securities being offered, the price at which the securities are being sold and other
material terms of the offering, including the name or names of any underwriters, broker-dealers or
agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed to be paid to
broker-dealers.
We cannot be certain that any selling stockholder will sell any or all of the common stock pursuant
to this prospectus. Further, we cannot assure you that any such selling stockholder will not
transfer, devise or gift the common stock by other means not described in this prospectus. In
addition, any common stock covered by this prospectus that qualifies for sale pursuant to Rule 144
of the Securities Act of 1933 may be sold under Rule 144 rather than under this prospectus. The
common stock may be sold in some states only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification is available and complied
with.
The selling stockholders and any other person participating in the sale of the common stock will be
subject to the Securities Exchange Act of 1934. The Securities Exchange Act of 1934 rules include,
without limitation, Regulation M, which may limit the timing of purchases and sales of any of the
common stock by the selling stockholders and any other such person. In addition, Regulation M may
restrict the ability of any person engaged in the distribution of the common stock and the ability
of any person or entity to engage in market-making activities with respect to the common stock.
We have agreed to pay substantially all expenses incidental to the registration, offering and sale
of the common stock to the public, other than commissions, fees and discounts of underwriters,
brokers, dealers and agents.
Legal Matters
Akin Gump Strauss Hauer & Feld LLP has passed upon certain legal matters in connection with the
registration of the common stock offered hereby. Woodburn and Wedge, our Nevada counsel, has
passed upon the validity of the common stock offered hereby. Any underwriters will be advised
about other issues relating to by offering by their own legal counsel.
Experts
The consolidated financial statements of Endeavour International Corporation as of December 31,
2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and
management's assessment of the
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effectiveness of internal control over financial reporting as of
December 31, 2007 have been incorporated by reference herein in reliance upon the reports of KPMG
LLP, independent registered public accounting firm, incorporated by
reference herein and upon the authority of said firm as experts
in accounting and auditing.
Certain information incorporated by reference in this prospectus regarding estimated quantities of
oil and natural gas reserves owned by us is based on estimates of the reserves prepared by or
derived from estimates audited by Netherland, Sewell & Associates, Inc. and all such information
has been so incorporated in reliance on the authority of that firm as experts regarding the matters
contained in their report.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents, which have been previously filed by us with the SEC under the Securities
Exchange Act of 1934, are incorporated herein by reference:
•
our Annual Report on Form 10-K for the year ended December 31, 2007, including
information specifically incorporated by reference from our Proxy Statement for our Annual
Meeting of Stockholders to be held on May 29, 2008;
•
our Current Reports on Form 8-K filed on January 28, February 15 and March 5, 2008;
and
•
the description of our common stock contained in our registration statement on Form
8-A filed on June 10, 2004, as amended by our amended registration statement on Form
8-A/A-1 filed on August 11, 2004, and including any other amendments or reports filed for
the purpose of updating such description.
All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (excluding any information furnished pursuant to Item 2.02 or Item
7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item
9.02) of any such Current Report on Form 8-K) subsequent to the filing date of this registration
statement and prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of each such document.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Our articles of incorporation provide that no officer or director of Endeavour will be personally
liable to us or our stockholders for damages for breach of fiduciary duty as a director or officer,
other than (i) for acts or omissions that involve intentional misconduct, fraud or knowing
violations of law or (ii) the unlawful payment of a distribution. In addition, our articles of
incorporation and bylaws provide that we will indemnify our officers and directors and advance
related costs and expenses incurred by them to the fullest extent permitted by Nevada law. In
addition, we may also enter into agreements with any officer or director and may obtain insurance
indemnifying officers and directors against certain liabilities incurred by them.
NRS Section 78.138 provides that a director or officer will not be individually liable unless it is
proven that (i) the director's or officer's acts or omissions constituted a breach of his or her
fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
NRS Section 78.7502 permits a corporation to indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not
liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director
reasonably believed to be in or not opposed to the best interests of the corporation and, if a
criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or
director was unlawful.
NRS Section 78.751 permits a Nevada corporation to indemnify its officers and directors against
expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are
incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on
behalf of the officer or director to repay the amount if it
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is ultimately determined by a court of competent jurisdiction that such officer or director is not
entitled to be indemnified by the corporation. NRS 78.751 further permits the corporation to grant
its directors and officers additional rights of indemnification under its articles of incorporation
or bylaws or otherwise. NRS 78.752 provides that a Nevada corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to indemnify him against
such liability and expenses.
Item 7. Exemption From Registration Claimed
The shares of our restricted common stock and options to purchase shares of our common stock were
issued to certain officers of the Company as inducement or incentive awards. These grants were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
Item 8. Exhibits
Exhibit No.
Description
4.1(a)
—
Warrants to Purchase Common Stock issued to Trident Growth Fund, LP
dated July 29, 2003 (warrant # 2003-3) (incorporated by reference to
Exhibit 4.7 of our Annual Report on Form 10-KSB (Commission File No.
000-33439) for the year ended December 31, 2003).
4.1(b)
—
First Amendment to Warrants to Purchase Common Stock dated February 26,
2004 (warrant # 2003-3) (incorporated by reference to Exhibit 4.7 of our
Annual Report on Form 10-KSB (Commission File No. 000-33439) for the
year ended December 31, 2003).
4.2
—
Warrant to Purchase 25,000 Shares of Common Stock issued to Trident
Growth Fund, L.P. (incorporated by reference to Exhibit 10.11 of our
Annual Report on Form 10-KSB (Commission File No. 000-33439) for the
Year Ended December 31, 2002).
4.3
—
Indenture, dated as of January 20, 2005, between Endeavour International
Corporation and Wells Fargo Bank, National Association, as Trustee,
relating to the 6.00% Convertible Senior Notes due 2012 (incorporated by
reference to our Exhibit 4.1 to our Current Report on Form 8-K filed on
January 24, 2005).
4.4
—
Trust Deed, dated as of January 24, 2008, among Endeavour International
Corporation, Endeavour Energy Luxembourg S.a.r.l. and BNY Corporate
Trustee Services Limited, as trustee (incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K filed January 28, 2008).
4.5
—
Registration Rights Agreement, dated as of January 24, 2008, between
Endeavour International Corporation and Smedvig QIF Plc (incorporated by
reference to Exhibit 4.2 of our Current Report on Form 8-K).
5.1*
—
Opinion of Woodburn and Wedge regarding the legality of the common stock.
23.1*
—
Consent of Independent Registered Public Accounting Firm KPMG LLP.
23.2*
—
Consent of Netherland, Sewell & Associates, Inc.
23.3*
—
Consent of Woodburn and Wedge (included in Exhibit 5.1).
23.4*
—
Consent of Akin Gump Strauss Hauer & Feld LLP.
24.1*
—
Power of Attorney (included in the signature page herein).
*
Filed herewith.
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Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii)
To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining any liability under the Securities Act of
1933, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of
first use.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference
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in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 14
th
day of March, 2008.
ENDEAVOUR INTERNATIONAL CORPORATION
By:
/s/ Robert L. Thompson
Robert L. Thompson
Senior Vice President, Chief Accounting Officer
Power of Attorney and Signatures
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints J. Michael Kirksey and Robert L. Thompson, and each of them severally his true and lawful
attorney or attorneys-in-fact and agents, with full power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name, place and stead, in any
and all capacities, any or all amendments (including pre-effective and post-effective amendments)
to this Registration Statement and any registration statement for the same offering filed pursuant
to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, full power and authority to do
and perform in the name of on behalf of the undersigned, in any and all capacities, each and every
act and thing necessary or desirable to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying, approving and
confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8
has been signed by the following persons in the capacities indicated on the 14th day of March,
2008.
Signature
Title
/s/ William L. Transier
William L. Transier
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
/s/ J. Michael Kirksey
J. Michael Kirksey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Robert L. Thompson
Robert L. Thompson
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
/s/ John N. Seitz
John N. Seitz
Vice Chairman
/s/ John B. Connally, III
John B. Connally, III
Director
/s/ Barry
J. Galt
Barry
J. Galt
Director
/s/ Nancy K. Quinn
Nancy K. Quinn
Director
/s/ Thomas D. Clark, Jr.
Thomas D. Clark, Jr.
Director
/s/ Charles J. Hue Williams
Charles J. Hue Williams
Director
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Index to Exhibits
Exhibit No.
Description
4.1(a)
—
Warrants to Purchase Common Stock issued to Trident Growth Fund, LP
dated July 29, 2003 (warrant # 2003-3) (incorporated by reference to
Exhibit 4.7 of our Annual Report on Form 10-KSB (Commission File No.
000-33439) for the year ended December 31, 2003).
4.1(b)
—
First Amendment to Warrants to Purchase Common Stock dated February 26,
2004 (warrant # 2003-3) (incorporated by reference to Exhibit 4.7 of our
Annual Report on Form 10-KSB (Commission File No. 000-33439) for the
year ended December 31, 2003).
4.2
—
Warrant to Purchase 25,000 Shares of Common Stock issued to Trident
Growth Fund, L.P. (incorporated by reference to Exhibit 10.11 of our
Annual Report on Form 10-KSB (Commission File No. 000-33439) for the
Year Ended December 31, 2002).
4.3
—
Indenture, dated as of January 20, 2005, between Endeavour International
Corporation and Wells Fargo Bank, National Association, as Trustee,
relating to the 6.00% Convertible Senior Notes due 2012 (incorporated by
reference to our Exhibit 4.1 to our Current Report on Form 8-K filed on
January 24, 2005).
4.4
—
Trust Deed, dated as of January 24, 2008, among Endeavour International
Corporation, Endeavour Energy Luxembourg S.a.r.l. and BNY Corporate
Trustee Services Limited, as trustee (incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K filed January 28, 2008).
4.5
—
Registration Rights Agreement, dated as of January 24, 2008, between
Endeavour International Corporation and Smedvig QIF Plc (incorporated by
reference to Exhibit 4.2 of our Current Report on Form 8-K).
5.1*
—
Opinion of Woodburn and Wedge regarding the legality of the common stock.
23.1*
—
Consent of KPMG LLP.
23.2*
—
Consent of Netherland, Sewell & Associates, Inc.
23.3*
—
Consent of Woodburn and Wedge (included in Exhibit 5.1).
23.4*
—
Consent of Akin Gump Strauss Hauer & Feld LLP.
24.1*
—
Power of Attorney (included in the signature page herein).
*
Filed herewith.