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) July 3, 2009
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-32145
|
|
91-0881481 |
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(I.R.S. Employer |
Of incorporation)
|
|
|
|
Identification No.) |
|
|
|
CanArgo Energy Corporation |
|
|
P.O. Box 291, St. Peter Port |
|
|
Guernsey, British Isles
|
|
GY1 3RR |
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code +(44) 1481 729 980
(Former name or former address, if changed since last report)
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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the
federal securities laws, including statements regarding the intent, belief or current expectations
of the Company and its management which are made with words such as will, expect, believe,
and similar words. These forward-looking statements involve a number of risks, uncertainties and
other factors, which may cause the actual results to be materially different from those expressed
or implied in the forward-looking statements Such risks, uncertainties and other factors include,
among other matters, the uncertainties inherent in oil and gas activities; the effects of the
Companys impaired financial condition; the effects of actions by third parties including creditors
and government officials; fluctuations in world oil prices and other risks detailed in the
Companys reports on Forms 10-K and 10-Q previously filed with the Securities and Exchange
Commission; the ability of the Company and its subsidiaries to arrive at a successful negotiation
with its creditors and to prosecute, develop and consummate one or more plans of reorganization
with respect to any possible Chapter 11 proceeding; the effects of any possible Chapter 11 filing
on the Company and the interests of various creditors, equity holders and other constituents;
Bankruptcy Court rulings in any possible Chapter 11 case and the outcome of any such proceedings in
general; the length of time the Company will operate under a possible Chapter 11 proceeding; the
risks associated with third party motions in any possible Chapter 11 proceeding, which may
interfere with the Companys ability to develop and consummate one or more plans of reorganization;
the potential adverse effects of a possible Chapter 11 proceeding on the Companys liquidity or
results of operations; continued compliance with conditions for funding under any secured credit
facility that may be obtained to fund the Company while in any possible Chapter 11 proceeding; the
ability to execute the Companys business and restructuring plan; management of cash resources;
restrictions imposed by, and as a result of, the Companys substantial leverage; increased legal
costs related to a possible bankruptcy case and other litigation and the Companys ability to
maintain contracts that are critical to its operation, to obtain and maintain normal terms with
customers, suppliers and service providers and to retain key executives, managers and employees.
The Company does not intend to review, revise, or update any particular forward-looking statements
in light of future events.
Section 3Securities
and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
See the
disclosure in Item 7.01 which is incorporated herein by reference.
Section 7Regulation FD
Item 7.01. Regulation FD Disclosure.
July 6, 2009 Guernsey, British Isles CanArgo Energy Corporation (CanArgo or the Company)
(OSE: CNR; Pink Sheets: CANR) today announced that on July 3, 2009 it was notified by the Legal
Department of the Oslo Børs ASA (the Oslo Børs) that the Company is in breach of the Continuing
Obligations of the Oslo Børs and is given a notice of delisting under section 16 of the Public
Administration Act (Forvaltningsloven). The Company is in breach of the Securities Trading Act
section 5.5 in not having filed its annual financial report within four months of the financial
year end 2008 and is not in compliance with section 2.4 of the Continuing Obligations in that its
share price has traded below NOK1 for a period in excess of six months. The Company does not
believe it has the financial means to comply with the Continuing Obligations in the near term and
expects the Oslo Børs to commence delisting procedures immediately after July 13, 2009.
Shareholders, creditors and other interested parties should consult the Companys website
www.canargo.com for further updates on the Companys status.
CanArgo is an independent oil and gas exploration and production company with its oil and gas
operations currently located in Georgia.
The information in this item 7.01 (including its exhibit) shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or
otherwise subject to liability of that section. The information in this report (including its
exhibit) shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference
in such filing.
Section 9Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
|
|
Exhibit No. |
|
Exhibit Description |
|
|
|
99.1
|
|
Press Release dated July 6, 2009 issued by CanArgo Energy Corporation. |
-2-