UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A
(Amendment No. 1)

 

þ    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2005

 

Commission File Number 0-9120

 

 

THE EXPLORATION COMPANY OF DELAWARE, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

84-0793089

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

500 North Loop 1604 East, Suite 250,
San Antonio, Texas


78232

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code:     (210) 496-5300

 

Securities registered pursuant to Section 12(b) of the Act:     None

 

Securities registered pursuant to Section 12(g) of the Act:    Common Stock, par value $0.01 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 

  p

No

   þ

       

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 

  p

No

   þ

       

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 

  þ

No

   p

       

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.   þ

 

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 p

Accelerated filer þ

Non-accelerated filer p

 

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes 

  p

No

   þ

       

As of June 30, 2005, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $102.9 million based on the closing price of $4.32 per share as reported on the NASDAQ Capital Market on that date.

 

The number of shares outstanding of the registrant's Common Stock as of March 3, 2006, was 29,833,230.

 

Documents Incorporated by Reference:    Portions of the Company's Proxy Statement for the Annual Shareholders' Meeting, to be held on May 12, 2006 are incorporated by reference into Items 10, 11, 12 and 14 of Part III of this filing.

 
 

 

1

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2005 is being filed to correct the form of the certificates included as Exhibits 31.1 and 31.2 to our original Form 10-K. The original certificates did not contain the internal control language now required in Item 4. All other information contained in this Annual Report on Form 10-K/A is as of the date of the original filing.

 

The Registrant and the certifying officers confirm that the amended Certificates filed with this Form 10-K/A pertain in all respects to the original Form 10-K for the fiscal year ended December 31, 2005, and such original Form 10-K is hereby incorporated by reference except to the extent amended by this Form 10-K/A.

 

Exhibits included with this Amendment No. 1 are listed below:

 

Exhibit
Number


Exhibit Description

     

     31.1

Certification of Chief Executive Officer required pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

     31.2

Certification of Chief Financial Officer required pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

     32.1+

Certification of Chief Executive Officer required pursuant to 18 U.S.C. Section 1350 as required by the Sarbanes-Oxley Act of 2002.

     32.2+

Certification of Chief Financial Officer required pursuant to 18 U.S.C. Section 1350 as required by the Sarbanes-Oxley Act of 2002.

 

+

This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 
 
 

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.

 
 

THE EXPLORATION COMPANY OF DELAWARE, INC.

Registrant

 
   

March 30, 2006

By: /s/ James E. Sigmon

 

      James E. Sigmon, President

 
 
   

March 30, 2006

By: /s/ P. Mark Stark

 

      P. Mark Stark, Chief Financial Officer

 

      Vice-President-Finance
      (Principal Accounting Officer)

Exhibit 31.1

 

Certification

 

I, James E. Sigmon, certify that:

1.

I have reviewed the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and this Amendment No. 1 thereto, of The Exploration Company of Delaware, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

March 30, 2006

/s/ James E. Sigmon

James E. Sigmon
President and Chief Executive Officer

 

 

Exhibit 31.2

 
 

Certification

 

I, P. Mark Stark, certify that:

1.

I have reviewed the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and this Amendment No. 1 thereto, of The Exploration Company of Delaware, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

March 30, 2006

/s/ P. Mark Stark

P. Mark Stark
Vice President and
Chief Financial Officer

 

Exhibit 32.1


Certification

 

In connection with the Annual Report of The Exploration Company of Delaware, Inc. (the "Company") on Form 10-K for the period ended December 31, 2005, and this Amendment No. 1 filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James E. Sigmon, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 

/s/  James E. Sigmon

 

Name:  James E. Sigmon

 

Title:    Chief Executive Officer

 

Date:    March 30, 2006

 
 

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 


Certification

 

In connection with the Annual Report of The Exploration Company of Delaware, Inc. (the "Company") on Form 10-K for the period ended December 31, 2005, and this Amendment No. 1 filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, P. Mark Stark, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 

/s/ P. Mark Stark

 

Name: P. Mark Stark

 

Title:  Chief Financial Officer

 

Date:   March 30, 2006

 
 

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.