UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 16, 1998
EDGE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22149 76-0511037
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Houston, Texas 77002
(Address of principal executive offices)
(713) 654-8960
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On November 16, 1998, Edge Petroleum Corporation, a Delaware corporation
(the "Company"), issued a press release attached as an Exhibit 99(a) hereto
announcing the election of John W. Elias as Chairman of the Board and Chief
Executive Officer following the resignation of John E. Calaway, as Chairman of
the Board and Chief Executive Officer and Director of the Company. As a result
of John E. Calaway's resignation, the Company will incur a one-time charge of
approximately $3 million to satisfy primarily corporate obligations under his
employment contract. Included in the $3 million is a $1.6 million non-cash
amount relating to vesting of the remaining balance of Mr. Calaway's restricted
common stock award granted concurrent with the Company's Initial Public
Offering. The balance of the special charge primarily represents cash payments
to be paid to Mr. Calaway from the date of his resignation to January, 2000, of
which $623,000 has been paid to date. Also in connection with his resignation,
Mr. Calaway will receive certain other benefits including the vesting of his
remaining common stock options and certain benefits under the Company's existing
Benefit programs.
Item 7. Financial Statements and Exhibits.
(C) EXHIBITS. The following exhibit is filed as part of this report:
Exhibit No. Description of Document
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99(a) Press release of Edge Petroleum Corporation dated November 16, 1998.
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 thereunto duly authorized.
EDGE PETROLEUM CORPORATION,
A DELAWARE CORPORATION
(REGISTRANT)
Date 11/30/98 /S/ James D. Calaway
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James D. Calaway
President and Director
EXHIBIT 99(a)
November 16, 1998 Contact: James D. Calaway
7:00 PM CST President
(713) 654-8960
EDGE PETROLEUM CORPORATION'S BOARD OF DIRECTORS ANNOUNCES ELECTION OF
JOHN W. ELIAS AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Houston - EDGE PETROLEUM CORPORATION (NASDAQ: EPEX) announced today that after a
distinguished 23 year career, John E. Calaway has resigned as its Chairman and
Chief Executive Officer (CEO), and that its Board of Directors has elected John
W. Elias to the positions of Chairman of the Board and Chief Executive Officer.
Mr. Elias is a 1962 graduate of the University of Oklahoma, with a B.S.
degree in Geology and he attended the Advanced Management Program at Harvard
University. He has over 35 years in the exploration and production end of the
energy sector including over 30 years with Amoco Production Company and its
parent, Amoco Corporation, in a variety of operating and senior management
positions. Most recently, Mr. Elias spent five years with Seagull Energy
Corporation as Executive Vice President and Director. Mr. Elias is married and
has two children and is active in numerous Industry and Civic associations.
The Edge Board of Directors, in a prepared statement, said, "we are pleased to
be able to attract a person of the experience and talent of John Elias to become
the Chairman and CEO of Edge Petroleum Corporation. We believe that John has the
breadth of experience and technical skills to complement the existing talent
rich organization already in place at the Company and lead it into its next
stage of growth. Edge is recognized in the industry as a leader in on-shore
exploration and is poised to leverage that capability into continued growth."
John E. Calaway has resigned his positions of Chairman and CEO effective
immediately. Mr. Calaway said, "Edge is poised for further growth based upon the
efforts of a group of hard working talented employees. I am proud of what we
have built at Edge and believe that John Elias has the capability to build upon
the wealth of talent and infrastructure already in place at Edge. I look forward
to being able to spend more time on my artistic career, and other
entrepreneurial endeavors. I have worked continuously for the past 23 years in
the industry and have led Edge from a start-up company to where it is today-a
world-class exploration organization. As the company's size and its technical
skills have grown and the on-shore, domestic exploration activity has grown more
mature, there is a growing importance for the Company to pursue international
and other opportunities. My experience has been in the on-shore U.S. Gulf Coast.
John Elias has worldwide experience which should provide the leadership for the
future growth of the Company."
James D. Calaway, who continues as Edge's President, noted, "over the past year
we have gotten to know John Elias and have developed a high regard for his
skills and knowledge of our business and the industry in general. We expect his
technical and management skills to add value quickly to Edge. We look forward to
leveraging off his many contacts and worldwide industry experience. My brother's
leadership and experience will be missed, but I believe that the management team
and vision he has put in place coupled with the new energy and experience of
John Elias will yield excellent results for Edge's shareholders. I look forward
to working with John to achieve that objective."
Edge Petroleum is a Houston-based independent energy company that emphasizes the
integrated application of advanced 3-D seismic data integration and
visualization techniques to improve its ability to effectively explore for
natural gas and oil along the onshore Gulf Coast of the United States.
Statements in this news release, including but not limited to those relating to
future or continued growth, other future activities, drilling opportunities,
future expected wells or production, effect of management changes, financial
results, reserve potential, and other statements that are not historical facts
are forward looking statements that are based upon current expectations.
Although Edge believes its expectations are based upon reasonable assumptions,
it can give no assurance that these expectations will prove correct. Important
factors that could cause actual results to differ materially from those in the
forward looking statements include results of, and dependence on exploratory
drilling activities, dependence on key personnel, future international
activities, volatility of oil and natural gas prices, operating risks,
regulatory and environmental matters, unforeseen engineering and mechanical or
technological difficulties in drilling wells, availability of drilling rigs,
weather, land issues, risks of foreign operations and other risks described in
the Company's filings with the Securities and Exchange Commission.
