CANARGO ENERGY CORP
8-K, 1999-06-16
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1


                       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) June 10, 1999


                           CANARGO ENERGY CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                     0-9147                   91-0881481
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      Identification No.)



1580, 727 - 7th Avenue SW, Calgary, Alberta                             T2P 0Z5
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)




Registrant's telephone number, including area code 403-777-1185



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>   2


ITEM 5.  OTHER EVENTS

          The Registrant issued a press release on June 10, 1999 announcing that
its Registration Statement relating to a public offering of a minimum 11,500,000
shares and a maximum 21,264,643 shares of Common Stock of the Registrant had
been declared effective by the U.S. Securities and Exchange Commission. That
press release is an exhibit to this Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)   Exhibits

               99(1)  Press Release dated June 10, 1999 announcing a
                      public offering



                                   SIGNATURES

          Pursuant to the requirement 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.


                                                    CANARGO ENERGY CORPORATION


Date: June 16, 1999                                 By:  /s/ Susan E. Palmer
                                                         ---------------------
                                                         Susan E. Palmer
                                                         Corporate Secretary


                                       2



<PAGE>   3


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                     FILED WITH
                                                                    EXHIBIT THIS
NUMBER                              EXHIBIT                            REPORT
- ------                              -------                         ------------
<S>    <C>                                                          <C>
99(1)  Press Release dated June 10, 1999 announcing a
       public offering.                                                   X
</TABLE>


<PAGE>   1


                                                                   Exhibit 99(1)



                     [CanArgo Energy Corporation letterhead]

                FOR IMMEDIATE RELEASE IN NORTH AMERICA AND EUROPE

                June 10, 1999 - CanArgo announces public offering

Calgary, Alberta, Houston, Texas and Oslo, Norway - CanArgo Energy Corporation
(OTCBB: GUSH; OSE: CNR) announced that its Registration Statement relating to
the public offering of a minimum 11,500,000 shares and a maximum 21,264,643
shares of its common stock has been declared effective by the U.S. Securities
and Exchange Commission. The shares will be sold at a price of US$0.30 per share
or in Norwegian kroner at NOK 2.35 per share. The terms of the public offering
do not provide for any priority to existing stockholders, but stockholders who
reside in the jurisdictions in which the offering is permitted may subscribe for
shares.

The offering will commence at 9:00 a.m. Texas local time and 4:00 p.m. Oslo
local time on the date after the day when prospectuses are first available for
distribution in Norway. This is expected to occur on or about June 17, 1999. The
offering will terminate on the earlier of the time when all the shares are sold,
or 9:00 a.m. Texas local time and 4:00 p.m. Norway local time on June 30, 1999,
unless CanArgo extends this date to not later than August 6, 1999.

This press release does not constitute an offer to sell, nor is it seeking an
offer to buy, the common stock in any jurisdiction.

A prospectus may be obtained from CanArgo's office at 1400 Broadfield Boulevard,
Suite 100, Houston, Texas 77084. Prospectuses may also be obtained from the
following dealers:

          Credifinance Securities Limited of Toronto, Ontario, Canada;
          David Williamson Associates Limited of London, England; and
          Orkla Finans (Fondsmegling) ASA of Oslo, Norway.

CanArgo Energy Corporation is an independent oil and gas exploration and
production company operating in Eastern Europe. The Company's existing and
planned activities include downstream operations such as independent power
production, oil refining and marketing.

For further information, contact:

Kevin Nephin/Peter Jackman , Investor Relations                  1-888-777-7974
Orkla Finans                                                    +47.22.40.08.00
Internet: www.canargo.com
E-mail: [email protected]



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