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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2004
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ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
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Delaware 001-16179 72-1409562
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Address of principal executive offices)
(504) 569-1875
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2004, Energy Partners, Ltd. (the "Company") announced the
resignation of Bruce R. Sidner, effective October 31, 2004. Mr. Sidner had been
the Company's Executive Vice President of Exploration since January 2002. In
connection with his resignation, on October 26, 2004, the Company and Mr. Sidner
entered into a consulting agreement (the "Consulting Agreement"), pursuant to
which Mr. Sidner will continue to advise the Company with respect to the
Company's ongoing exploration efforts. Pursuant to the Consulting Agreement, a
copy of which is attached as Exhibit 10.1 to this current report, the Company
and Mr. Sidner agreed to the following, among other things: a term through March
31, 2005; a $15,000 monthly retainer; and, subject to the approval of the
compensation committee of the Company's Board of Directors, an extension of the
period for the exercise of Mr. Sidner's vested stock options until December 31,
2004.
The foregoing description of the Consulting Agreement is qualified in its
entirety by reference to the Consulting Agreement attached as Exhibit 10.1 to
this current report on Form 8-K.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with Mr. Sidner's resignation as the Company's Executive Vice
President of Exploration and pursuant to the Consulting Agreement, as described
in Item 1.01 above, Mr. Sidner has voluntarily terminated his employment under
the Employment and Stock Ownership Agreement by and between the Company and Mr.
Sidner (the "Employment Agreement"), effective October 31, 2004.
Under the Employment Agreement, Mr. Sidner was entitled to receive an
annual salary of at least $245,000 and was granted options to purchase 100,000
shares of the Company's common stock at an exercise price equal to $7.98 per
share, the market price of the common stock on the date of his appointment. In
connection with an amendment to the Employment Agreement, dated March 16, 2004,
Mr. Sidner received a grant of 71,429 restricted shares, which were to vest on
January 14, 2007, subject to his continued employment with the Company, and the
term of the Employment Agreement was extended through January 15, 2007. A copy
of the Employment Agreement was filed with the Securities and Exchange
Commission as Exhibit 10.4 to the Company's Form 8-K filed January 22, 2002, and
a copy of the amendment was filed as Exhibit 99.1 to the Company's Form 8-K
filed March 19, 2004.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Bruce R. Sidner has resigned as the Company's Executive Vice President
of Exploration, effective October 31, 2004, as described under Items 1.01 and
1.02 above, which descriptions are incorporated by reference into this Item
5.02.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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10.1 Consulting Agreement by and between Energy Partners, Ltd. and
Bruce Sidner, dated October 26, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 1, 2004
ENERGY PARTNERS, LTD.
By: /s/ John H. Peper
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John H. Peper
Executive Vice President,
General Counsel and Corporate Secretary