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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 9, 2006
CRIMSON EXPLORATION INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21604 20-3037840
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
480 N. Sam Houston Parkway E., Suite 300, Houston Texas 77060
(Address of Principal Executive Offices)
(281) 820-1919
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
[] 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 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 1.02 Termination of a Material Definitive Agreement.
On June 1, 2006, Thomas R. Kaetzer, Senior Vice President of
Operations of Crimson Exploration Inc. (the "Company"), gave notice to the
Company of his intention to resign his position with the Company, effective June
30, 2006. In connection with his departure, Mr. Kaetzer's employment agreement
with the Company, dated April 1, 2005, will be terminated. Pursuant to the terms
of the employment agreement Mr. Kaetzer will not receive any payments or other
compensation in connection with his resignation and the termination of the
employment agreement.
The employment agreement has a term of two years, ending April 1,
2007, with automatic yearly extensions unless we or Mr. Kaetzer elects not to
extend the agreement. The agreement provides for a base salary of $180,000 and,
among other things, an annual discretionary bonus of 0% to 70% of the base
salary to be established by the Board of Directors or a duly authorized
committee. In addition, the agreement provides for severance and
change-in-control payments in the event the Company terminates Mr. Kaetzer's
employment "without Cause" or if he terminates for "Good Reason," each as
defined in the employment agreement (Mr. Kaetzer's resignation will not trigger
such payments). The employment agreement with Mr. Kaetzer is attached as Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
Exhibit 99.1 Employment Agreement, dated April 1, 1999, between the
Company and Thomas R. Kaetzer Employment Agreement between
Thomas R. Kaetzer and GulfWest Energy Inc., dated April 1,
2005. (Previously filed with the Company's Post Effective
Amendment No. 1 to the Registration Statement on Form S-1,
Reg. No. 333-116048, filed with the Commission on April 6,
2005.)
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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.
CRIMSON EXPLORATION INC.
Date: June 9, 2006 /s/ E. Joseph Grady
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E. Joseph Grady
Senior Vice President and Chief Financial Officer