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CNR > SEC Filings for CNR > Form 8-K on 15-Oct-2008All Recent SEC Filings

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Form 8-K for CANARGO ENERGY CORP


15-Oct-2008

Other Events


Item 8.01. Other Events.
As previously announced by CanArgo Energy Corporation ("CanArgo" or the "Company") (OSE: CNR, AMEX: CNR) on October 13, 2008, the Company has extended the scheduled expiration dates and times of the Rights Offering described in the Company's Prospectus dated October 3, 2008 (the "Prospectus"), from 4:00 p.m., U.S. Eastern time on October 24, 2008, the scheduled U.S. Expiration Time, until 4:00 p.m., U.S. Eastern time on October 31, 2008, and from 5:30 p.m., CET, on October 14, 2008, the scheduled Norwegian Expiration Time, until 5:30 p.m., CET, on October 21, 2008. Trading in Rights on the AMEX will be extended until 4:00
p.m. U.S. Eastern time (10:00 p.m. Central European Time), on October 30, 2008, the last business day prior to the scheduled U.S. expiration date of this Rights Offering, as amended, and on the OSE until 5:30 p.m. (Central European Time) on October 21, 2008, the scheduled Norwegian expiration date, as amended. All capitalized terms used herein not otherwise expressly defined herein have the meaning ascribed thereto in the Prospectus. Also as previously announced by the Company, the Company has recently received notices from the Standby Underwriters in the Rights Offering that, in light of current market conditions, the Standby Underwriters are unable or unwilling, or may be unable or unwilling, to fulfill their underwriting obligations. As described in greater detail in the Prospectus, pursuant to agreements with the Company entered into on July 24, 2008, the companies or persons listed in the table below have each separately, not jointly, and unconditionally agreed to underwrite that number of Unsubscribed Shares that are not subscribed by the Rights Holders in the Rights Offering, up to a maximum aggregate amount of 242,000,000 Shares, at a subscription price of $0.10 per Share, pro rata to their respective underwriting commitments. Under the terms of the underwriting agreements, the Standby Underwriters are in no position to withdraw from their underwriting commitments. However, the Company has been advised that the Standby Underwriters are nevertheless at this time unable or unwilling, or may be unable or unwilling, to fulfill their underwriting obligations as set forth below.

-2-


      Underwriter                 Reason for           # of shares        Amount
                                 withdrawal or                            (USD),
                                   potential
                                withdrawal from
                                  obligation

      Caldwell Associates       Aware that other       100,000,000      10,000,000
      Limited                   underwriters may
                                 not be able or
                               willing to fulfill
                                their commitments

      Provincial Securities     Unable to fulfill      50,000,000        5,000,000
      Limited

      Heritage Cie S.A.         Reserve right to       42,000,000        4,200,000
                                 withdraw having
                                become aware that
                               other underwriters
                               may not be able or
                               willing to fulfill
                                their commitments

      Salahi Öztürk               Has proposed         20,000,000        2,000,000
                                  suspension of
                                  underwriting
                               obligation on basis
                                of alleged force
                                     majeure

      Oaman Necdel Turkay         Has proposed         15,000,000        1,500,000
                                  suspension of
                                  underwriting
                               obligation on basis
                                of alleged force
                                     majeure

      Hasan Gürhan Berker         Has proposed          5,000,000         500,000
                                  suspension of
                                  underwriting
                               obligation on basis
                                of alleged force
                                     majeure

      Fevzi Bozer                 Has proposed          5,000,000         500,000
                                  suspension of
                                  underwriting
                               obligation on basis
                                of alleged force
                                     majeure

      Hasip Buldanlioglu          Has proposed          5,000,000         500,000
                                  suspension of
                                  underwriting
                               obligation on basis
                                of alleged force
                                     majeure

      Total                                            242,000,000      24,200,000

The Company is currently considering its position with respect to the Rights Offering but, due to the current situation, it is possible that the Rights Offering may proceed with a reduced or no underwriting in place, subject to compliance with regulatory requirements, in both Norway and the US or just in Norway.
After the new Expiration Times, unexercised Subscription Rights will expire and have no value.
In the event that the Offering generates fewer proceeds than expected, the Company would focus on production enhancement work at the Ninotsminda Field and the continuation of well testing operations at Manavi at the expense of repaying debt and its other planned use of proceeds. However, as previously indicated in the Prospectus, further unforeseen or changing circumstances may alter the amount, use and allocation of such proceeds.

-3-


RIGHT TO WITHDRAW
In light of these developments the Company is hereby amending the terms of the Rights Offering to permit those U.S. Rights Holders and foreign stockholders who have received Subscription Rights Certificates and have exercised their Rights and paid the Subscription Price to the U.S. Subscription Agent to withdraw their subscriptions and request a return of their payments, without interest. Such withdrawals must be made in writing and delivered by hand or overnight courier or mailed by first class mail, postage prepaid, or delivered by facsimile to the US Subscription Agent provided that such withdrawals are received by the U.S. Subscription Agent no later than 5:30 p.m. U.S. Eastern time on October 30, 2008, at:
Computershare
250 Royall Street
Canton, MA 02021
Facsimile Number ((303) 262-0609)
If subscribers have any questions they may call the U.S. Subscription Agent at
(800) 962-4284. Payments in respect of withdrawn exercises of Rights will be sent to withdrawing subscribers as soon as practicable after the U.S. Expiration Date, as extended, of the Rights Offering. Rights Holders who hold their Shares and/or Rights in the VPS System are also being offered withdrawal rights which must be exercised in accordance with the provisions of the Supplement to the Norwegian Offering Circular dated 14 October 2008 on file with the Oslo Stock Exchange. The foregoing hereby amends the terms of the Rights Offering and is incorporated by reference into the Registration Statement on Form S-3 (registration number 333-150625) declared effective by the Securities and Exchange Commission on October 3, 2008. The foregoing does not constitute an offer to sell or a solicitation of an offer to purchase any securities by the Company which offer can only be made pursuant to the registration statement filed pursuant to the Securities Act and declared effective by the Securities and Exchange Commission and in compliance with all other applicable securities laws and stock exchange rules and regulations. CanArgo is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia.

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