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) December 11, 2008
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32145
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91-0881481 |
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| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| Of incorporation)
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Identification No.) |
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| CanArgo Energy Corporation |
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| P.O. Box 291, St. Peter Port |
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| Guernsey, British Isles
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GY1 3RR |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
The matters discussed in this Current Report on Form 8-K include forward looking statements, which
are subject to various risks, uncertainties and other factors that could cause actual results to
differ materially from the results anticipated in such forward looking statements. Such risks,
uncertainties and other factors include the uncertainties inherent in oil and gas development and
production activities, the effect of actions by third parties including government officials,
fluctuations in world oil prices and other risks detailed in the Company’s Reports on Forms 10-K
and 10-Q filed with the Securities and Exchange Commission. The forward-looking statements are
intended to help shareholders and others assess the Company’s business prospects and should be
considered together with all information available. They are made in reliance upon the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company cannot give assurance that the results
will be attained.
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 28, 2006 CanArgo Energy Corporation, (“CanArgo”), entered into a Notes Purchase Agreement
(“the Purchase Agreement”) with Persistency Capital
(“Persistency”) relating to the 12%
Subordinated Convertible Guaranteed Notes, due June 28, 2010 (the “Subordinated Notes”).
On
December 11, 2008 CanArgo entered into a further agreement (the “Agreement”) with Persistency
whereby Persistency agrees and covenants that prior to March 20,
2009, absent the Company’s consent, or an event of default which
results in the Subordinated Notes becoming immediately due and
payble, or a Change of Control as defined in the Purchase
Agreement (other than as a result of a transaction with Persistency or
its affiliate), it will not convert or
exchange, or seek to convert or exchange, any or all of the Subordinated Notes into shares of
Common Stock of the Issuer, or into any other security convertible or exchangeable into shares of
Common Stock of the Issuer, pursuant to Section 11.7 of the Note Agreement.
A copy of the Agreement is attached hereto as Exhibit 10.1.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. |
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Exhibit Description |
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10.1
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Agreement dated December 11,
2008 between CanArgo Energy Corporation and Persistency. |
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