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) August 21, 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) |
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):
| 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)) |
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
Company’s 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
Company’s 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 Company’s ability to develop and consummate one or more plans of reorganization;
the potential adverse effects of a possible Chapter 11 proceeding on the Company’s 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 Company’s business and restructuring plan; management of cash resources;
restrictions imposed by, and as a result of, the Company’s substantial leverage; increased legal
costs related to a possible bankruptcy case and other litigation and the Company’s 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 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 Note and Warrant Purchase
Agreement (the “Purchase Agreement”) with Persistency, a Cayman Islands company with limited
liability (“Persistency”), relating to the purchase of CanArgo’s 12% Subordinated Convertible
Guaranteed Notes, due June 28, 2010 (the “Subordinated Notes”).
On August 21, 2009, CanArgo entered into a further agreement (the “Agreement”) with Persistency
whereby Persistency agrees and covenants that prior to November 15, 2009, absent the Company’s
consent, or the Subordinated Notes becoming immediately due and payable, 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 CanArgo, or into any other security convertible
or exchangeable into shares of common stock of CanArgo, pursuant to Section 11.7 of the Purchase
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: