UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 000-21644
CRIMSON EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Delaware 20-3037840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
480 N. Sam Houston Parkway East, Suite 300
Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
(281) 820-1919
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 30, 2005, the aggregate market value of the registrant's common stock
held by non-affiliates of the registrant was $18,010,865 based on the closing
sales price of $0.98 of the common stock. For purposes of this computation, all
executive officers, directors and 10% beneficial owners of the registrant are
deemed to be affiliates. Such a determination should not be deemed an admission
that such executive officers, directors and 10% beneficial owners are
affiliates.
On March 29, 2006, there were 33,041,332 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Definitive Proxy Statement for the 2006 Annual Meeting, expected
to be filed within 120 days of our fiscal year end, are incorporated by
reference into Part III.
EXPLANATORY NOTE
The purpose of this Amendment No. 2 on Form 10-K/A to the Crimson
Exploration Inc. Annual Report on Form 10-K for the year ended December 31, 2005
(the "Original Filing") is to file a corrected Exhibit 23.2 to replace Exhibit
23.2 that was mistakenly filed as part of Amendment No. 1 on Form 10-K/A. No
other changes have been made to the Original Filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CRIMSON EXPLORATION INC.
Date: June 8, 2006 By: /s/ Allan D. Keel
------------------------------
Allan D. Keel, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, on behalf of the
registrant, and in the capacities and on the dates indicated.
Signature Title Date
--------------------------- ----------------------------------- --------------
/s/ Allan D. Keel President, Chief Executive Officer June 8, 2006
----------------- and Director
Allan D. Keel
/s/ E. Joseph Grady Senior Vice President and June 8, 2006
------------------- Chief Financial Officer
E. Joseph Grady
/s/ Richard L. Creel Vice President Finance and June 8, 2006
-------------------- Chief Accounting Officer
Richard L. Creel
/s/ Skardon F. Baker* Director June 8, 2006
--------------------
Skardon F. Baker
/s/ B. James Ford* Director June 8, 2006
-----------------
B. James Ford
/s/ Lon Mc Cain* Director June 8, 2006
---------------
Lon Mc Cain
/s/ Lee B. Backsen* Director June 8, 2006
------------------
Lee B. Backsen
*/s/ Allan D. Keel
-----------------
Allan D. Keel,
Attorney-in Fact
pursuant to a power
of attorney previously
granted
INDEX TO EXHIBITS
Number Description
------ -----------
2.1** Agreement and Plan of Merger, dated March 14, 2006, among
Crimson Exploration, Inc., Crimson Exploration Operating,
Inc., Core Natural Resources, Inc. and its stockholders.
3.1 Certificate of Incorporation of the Registrant. (Previously
filed on our current report on Form 8-K filed July 5, 2005.)
3.2 Certificate of Designation, Preferences and Rights of Series
D Preferred Stock. (Previously filed on our current report
on Form 8-K filed July 5, 2005.)
3.3 Certificate of Designation, Preferences and Rights of
Cumulative Convertible Preferred Stock, Series E.
(Previously filed on our current report on Form 8-K filed
July 5, 2005.)
3.4 Certificate of Designation, Preferences and Rights of Series
G Convertible Preferred Stock. (Previously filed on our
current report on Form 8-K filed July 5, 2005.)
3.5 Certificate of Designation, Preferences and Rights of Series
H Convertible Preferred Stock. (Previously filed on our
current report on Form 8-K filed July 5, 2005.)
3.6 Bylaws of the Registrant. (Previously filed on our current
report on Form 8-K filed July 5, 2005.)
4.1 Letter Agreement by and among GulfWest Energy Inc., a Texas
corporation, GulfWest Oil & Gas Company and the investors
listed on the signature page thereof, dated April 22, 2004.
(Previously filed with our Current Report on Form 8-K, dated
April 29, 2004 and filed with the Commission on May 10,
2004.)
4.2 Warrant Agreement made by and between GulfWest Energy Inc.,
and Highbridge/Zwirn Special Opportunities FUND, L.P., and
Drawbridge Special Opportunities Fund LP, Grantees, dated
and effective April 29, 2004. (Previously filed with our
Current Report on Form 8-K dated April 29, 2004 and filed
with the Commission on May 10, 2004.)
4.3 Shareholders Rights Agreement between GulfWest Energy Inc.
and OCM GW Holdings, LLC dated February 28, 2005.
(Previously filed with the Form 13D, Reg. No. 005-54301,
filed with the Commission on March 10, 2005.)
4.4 Omnibus and Release Agreement among GulfWest Energy Inc.,
OCM GW Holdings, LLC and those signatories set forth on the
signature page thereto, dated as of February 28, 2005.
(Previously filed with the Form 13D, Reg. No. 005-54301,
filed with the Commission on March 10, 2005.)
4.5 Share Transfer Restriction Agreement between J. Virgil
Waggoner and OCM GW Holdings, LLC, dated February 28, 2005.
(Previously filed with the Form 13D, Reg. No. 005-54301,
filed with the Commission on March 10, 2005.)
4.6 Irrevocable Proxy executed by J. Virgil Waggoner dated
February 28, 2005. (Previously filed with the Form 13D, Reg.
No. 005-54301, filed with the Commission on March 10, 2005.)
4.7 Exchange Agreement between GulfWest Energy Inc. and GulfWest
Oil & Gas Company, dated February 28, 2005. (Previously
filed with our Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 001-12108, filed with the
Commission on March 31, 2005.)
4.8 Letter Agreement among OCM GW Holdings, LLC, OCM Principal
Opportunities Fund III, L.P., OCM Principal Opportunities
Fund III GP, LLC, Oaktree Capital Management, LLC, GulfWest
Energy Inc., GuflWest Oil & Gas Company and J. Virgil
Waggoner dated February 28, 2005 (Previously filed with our
Annual Report on Form 10-K for the year ended December 31,
2004, File No. 001-12108, filed with the Commission on March
31, 2005.)
4.9 Subscription Agreement among OCM GW Holdings, LLC, Allan
D. Keel and those individuals listed on the signature page
thereto, dated February 28, 2005. (Previously filed with the
Form 13D, Reg. No. 005-54301, filed with the Commission on
March 10, 2005.)
4.10 First Amendment to Warrant Agreement among GulfWest Energy
Inc., D.B. Zwirn Special Opportunities Fund, L.P. and
Drawbridge Special Opportunities Fund, dated February 28,
2005. (Previously filed with our Annual Report on Form 10-K
for the year ended December 31, 2004, File No. 001-12108,
filed with the Commission on March 31, 2005.)
4.11** Registration Rights Agreement, dated March 20, 2006, among
Crimson Exploration Inc. and the stockholders of Core
Natural Resources, Inc.
10.1 Employment Agreement between Allan D. Keel and GulfWest
Energy, Inc., dated February 28, 2005. (Previously filed
with our Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 001-12108, filed with the
Commission on March 31, 2005.)
10.2 Employment Agreement between E. Joseph Grady and GulfWest
Energy, Inc., dated February 28, 2005. (Previously filed
with our Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 001-12108, filed with the
Commission on March 31, 2005.)
10.3 GulfWest Oil Company 1994 Stock Option and Compensation
Plan, amended and restated as of April 1, 2001 and approved
by the shareholders on May 18, 2001. (Previously filed with
our Proxy Statement on Form DEF 14A, filed with the
Commission on April 16, 2001.)
10.4 GulfWest Energy Inc. 2004 Stock Option Incentive Plan.
(Previously filed with our Annual Report on Form 10-K for
the year ended December 31, 2004, File No. 001-12108, filed
with the Commission on March 31, 2005.)
10.5 GulfWest Energy Inc. 2005 Stock Option Incentive Plan.
(Previously filed with our Annual Report on Form 10-K for
the year ended December 31, 2004, File No. 001-12108, filed
with the Commission on March 31, 2005.)
10.6** Form of 2005 Stock Incentive Plan Stock Option Agreement.
10.7 Form of Warrant Agreement. (Previously filed with our Annual
Report on Form 10-K for the year ended December 31, 2004,
File No. 001-12108, filed with the Commission on March 31,
2005.)
10.8 Form of Indemnification Agreement for directors and
officers. (Previously filed with our Form 8-K, Reg. No.
001-12108, filedwith the Commission on July 21, 2005.)
10.9 Letter Agreement among D.B. Zwirn Special Opportunities
Fund, LP, GulfWest Oil & Gas Company, and Drawbridge Special
Opportunities Fund, LP, dated January 7, 2005. (Previously
filed with our Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 001-12108, filed with the
Commission on March 31, 2005.)
10.10 Series G Subscription Agreement between GulfWest Energy Inc.
and OCM GW Holdings, LLC dated February 28, 2005.
(Previously filed with the Form 13D, Reg. No. 005-54301,
filed with the Commission on March 10, 2005.)
10.11 Series A Subscription Agreement between GulfWest Oil & Gas
Company and OCW GW Holdings, LLC dated February 28, 2005.
(Previously filed with the Form 13D, Reg. No. 005-54301,
filed with the Commission on March 10, 2005.)
10.12 Letter Agreement between W.L. Addison Investment, L.L.C.,
GulfWest Energy Inc., and Setex Oil and Gas Company dated
February 24, 2005 extending Option Agreement for the
Purchase of Oil and Gas Leases dated March 5, 2004.
(Previously filed with our Annual Report on Form 10-K for
the year ended December 31, 2004, File No. 001-12108, filed
with the Commission on March 31, 2005.)
10.13 Letter Agreement between W.L. Addison Investment, L.L.C.,
GulfWest Energy Inc., and Setex Oil and Gas Company dated
July 15, 2004 extending Option Agreement for the Purchase of
Oil and Gas Leases dated March 5, 2004. (Previously filed
with our Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 001-12108, filed with the
Commission on March 31, 2005.)
10.14 Oil and Gas Property Acquisition, Exploration and
Development Agreement with Summit Investment Group-Texas,
L.L.C. effective December 1, 2001. (Previously filed with
our Registration Statement on Form S-1, Reg. No. 333-116048,
filed with the Commission on June 1, 2004.)
10.15 Credit Facility between GulfWest Energy Inc. and
Highbridge/Zwirn Special Opportunities Fund, L.P., and
Drawbridge Special Opportunities Fund LP, Grantees, dated
and effective April 29, 2004. (Previously filed with our
Registration Statement on Form S-1, Reg. No. 333-116048,
filed with the Commission on June 1, 2004.)
10.16 Employment Agreement between Tracy Price and GulfWest Energy
Inc., dated April 1, 2005. (Previously filed with our Post
Effective Amendment No. 1 to our Registration Statement on
Form S-1, Reg. No. 333-116048, filed with the Commission on
April 6, 2005.)
10.17 Employment Agreement between Tommy Atkins and GulfWest
Energy Inc., dated April 1, 2005. (Previously filed with our
Post Effective Amendment No. 1 to our Registration Statement
on Form S-1, Reg. No. 333-116048, filed with the Commission
on April 6, 2005.)
10.18 Employment Agreement between Jay S. Mengle and GulfWest
Energy Inc., dated April 1, 2005. (Previously filed with our
Post Effective Amendment No. 1 to our Registration Statement
on Form S-1, Reg. No. 333-116048, filed with the Commission
on April 6, 2005.)
10.19 Employment Agreement between Thomas R. Kaetzer and GulfWest
Energy Inc., dated April 1, 2005. (Previously filed with our
Post Effective Amendment No. 1 to our Registration Statement
on Form S-1, Reg. No. 333-116048, filed with the Commission
on April 6, 2005.)
10.20 Summary terms of June 2005 Director Compensation Plan.
(Previously filed with our Post Effective Amendment No. 2 to
our Registration Statement on Form S-1, Reg. No. 333-116048,
filed with the Commission on July 27, 2005.)
10.21 Credit Agreement, dated July 15, 2005, among Crimson
Exploration Inc., Wells Fargo, N.A., as agent and a lender,
and each lender from time to time a party thereto.
(Previously filed with our Form 8-K, Reg. No. 001-12108,
filed with the Commission on July 21, 2005.)
10.22 Form of director restricted stock grant. (Previously filed
with our Form 8-K, Reg. No. 001-12108, filed with the
Commission on July 21, 2005.)
10.24 First Amendment to Credit Agreement, dated as of March 6,
2006, among Crimson Exploration, Inc., Crimson Exploration
Operating, Inc., LTW Pipeline Co., and Wells Fargo Bank,
National Association.
21.1** Subsidiaries of the Registrant.
23.1** Consent of Grant Thornton LLP.
23.2* Consent of Weaver and Tidwell, L.L.P.
25 Power of Attorney.
31.1* Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to
18.U.S.C Section 1350 pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002; filed herewith.
32.2** Certification Chief Financial Officer pursuant to 18.U.S.C
Section 1350 pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002; filed herewith.
* Filed herewith
** Previously filed