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 February 17, 1998 VAALCO ENERGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-20928 76-0274813 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 4600 POST OAK PLACE, SUITE 309 HOUSTON, TEXAS 77027 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (713) 623-0801 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ This Report includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements other than statements of historical fact included in this Report (and the exhibits hereto), including without limitation, statements regarding the Company's financial position and estimated quantities and net present values of reserves, are forward looking statements. Although the Company believes that the assumptions upon which such forward-looking statements are based are reasonable, it can give no assurances that such assumptions will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in the section "Risk Factors" included in the Company's Forms 10-K and other periodic reports filed under the Exchange Act, which are herein incorporated by reference. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified by the Cautionary Statements. ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not Applicable ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not applicable ITEM 5. OTHER EVENTS On February 17, 1998, VAALCO Energy, Inc., a Delaware corporation (the "Company"), and The 1818 Fund II, L.P., a Delaware limited partnership (the "Fund"), entered into a Stock Acquisition Agreement and Plan of Reorganization (the "Agreement"). A description of the Agreement is provided in the Company's press release dated February 17, 1998, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired 1. To be filed within 60 days after closing pursuant to instructions to Item 7(a)(4). (b) Pro forma Financial Information 1 1. To be filed within 60 days after closing pursuant to instructions to Item 7(a)(4). (c) Exhibits EXHIBIT NUMBER DESCRIPTION ------ ----------- 1. Underwriting Agreement* 2. Plan of acquisition, reorganization, arrangement, liquidation or succession 2.1 Stock Acquisition Agreement and Plan of Reorganization, dated February 17, 1998, by and among the Company and the Fund 4. Instruments defining the rights of holders, including indentures* 16. Letter re change in certifying accountant* 17. Letter on director resignation* 20. Other documents or statements to securityholders* 23. Consents of experts and counsel* 24. Power of attorney* 27. Financial Data Schedule* 99. Additional exhibits 99.1 Company's Press Release, dated February 17, 1998 pertaining to the Agreement - -------- * Inapplicable to this filing ITEM 8. CHANGE IN FISCAL YEAR Not applicable ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S Not applicable 2 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. VAALCO ENERGY, INC. March 3, 1998 By: /s/ ROBERT L. GERRY III Name: Robert L. Gerry III Title: Chief Executive Officer 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 1. Underwriting Agreement* 2. Plan of acquisition, reorganization, arrangement, liquidation or succession 2.1 Stock Acquisition Agreement and Plan of Reorganization, dated February 17, 1998, by and among the Company and the Fund 4. Instruments defining the rights of holders, including indentures* 16. Letter re change in certifying accountant* 17. Letter on director resignation* 20. Other documents or statements to securityholders* 23. Consents of experts and counsel* 24. Power of attorney* 27. Financial Data Schedule* 99. Additional exhibits 99.1 Company's Press Release, dated February 17, 1998 pertaining to the Agreement - -------- * Inapplicable to this filing 6 4