<PAGE> 1
As filed with the Securities and Exchange Commission on September 2, 1999
File No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
CANARGO ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 91-0881481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1580 Guinness House, 727 - 7th Avenue S.W.,
Calgary, Alberta T2P 0Z5
(Address of principal executive offices)
___________________________________
1995 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
___________________________________
Michael Binnion
CANARGO ENERGY CORPORATION
1580 Guinness House, 727 - 7th Avenue S.W.,
Calgary, Alberta T2P 0Z5
Telephone (403) 777-1185
(Name, address and telephone number of agent for service)
___________________________________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. [x]
CALCULATION OF REGISTRATION FEE
===========================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount Being Offering Price Aggregate Amount of
Being Registered Registered Per Share Offering Price Registration Fee
- ------------------- -------------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 3,250,000 (1) shares $0.35(2) $1,137,500.00(2) $316.23
-------------------- -------------- --------------- ----------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future adjustments in
accordance with the terms of the Plan.
(2) Determined in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, on the basis of the average of the bid and asked price on the OTC
Bulletin Board on August 27, 1999.
================================================================================
<PAGE> 2
PART II
Explanatory Note:
- -----------------
This registration statement is being filed to register additional
securities pursuant to the Registrant's 1995 Long-Term Incentive Plan (the
"Plan"). The Registrant initially registered 750,000 shares (after giving
effect to a one-for-two reverse stock split effected on July 15, 1998) of
Registrant's Common Stock issuable under the Plan on Form S-8, File No.
333-02651 as filed by Registrant with the Securities and Exchange Commission on
April 19, 1996. The contents of such Form S-8 are hereby incorporated by
reference.
Item 8. Exhibits
--------
4.1 1995 Long-Term Incentive Plan (Incorporated herein by
reference from Post-Effective Amendment No. 1 to Form S-1
Registration Statement, File No. 333-72295 filed on July 29,
1999).
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel - contained in Exhibit 5.1.
24.1 Power of Attorney, contained at page 2.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Calgary, Alberta, Canada, on September 1, 1999.
CANARGO ENERGY CORPORATION
By: /s/ David Robson
-------------------------------------
David Robson, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows
constitutes and appoints each of MICHAEL BINNION and ANTHONY J. POTTER, and
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David Robson Chief Executive Officer and
- --------------------
David Robson Director (Principal Executive Officer) September 1, 1999
/s/ Michael Binnion President, Chief Financial Officer and
- --------------------
Michael Binnion Director (Principal Financial Officer) September 1, 1999
/s/ Russell Hammond Director September 1, 1999
- --------------------
Russell Hammond
/s/ Peder Paus Director September 1, 1999
- --------------------
Peder Paus
/s/ Nils N. Trulsvik Director September 1, 1999
- --------------------
Nils N. Trulsvik
/s/ Anthony J. Potter Controller (Principal Accounting Officer) September 1, 1999
- --------------------
Anthony J. Potter
</TABLE>
2
<PAGE> 4
CANARGO ENERGY CORPORATION
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
-------------
4.1 1995 Long-Term Incentive Plan (Incorporate herein by reference from
Post-Effective Amendment No. 1 to Form S-1 Registration Statement,
File No. 333-72295 filed on July 29, 1999).
5.1 Opinion of Counsel. X
23.1 Consent of Independent Accountants. X
23.2 Consent of Counsel - contained in Exhibit 5.1.
24.1 Power of Attorney - contained at page 2.
<PAGE> 1
Exhibit 5.1
HELEN W. MELMAN
ATTORNEY AT LAW
815 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
TELEPHONE (310) 472-4191
FACSIMILE (310) 472-4091
August 25, 1999
CanArgo Energy Corporation
727 - 7th Avenue, S.W.
Suite 1580
Calgary, Alberta T2P 0Z5
CANADA
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
CanArgo Energy Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell up to 4,000,000 shares of its Common Stock, $.10 par
value (the "Shares"), pursuant to awards granted under the Company's 1995
Long-Term Incentive Plan, as amended to date (the "Plan"). Of the Shares,
750,000 have been registered under the Securities Act of 1933, as amended (the
"Act") on a registration statement on form S-8 (no. 333-02651) filed with the
Securities and Exchange Commission (the "Commission") on April 19, 1996, and
3,250,000 are being registered on a registration statement on form S-8 to be
filed with the Commission on or about August 27, 1999.
In connection with rendering the opinion hereinafter expressed, I have
examined originals, certified copies or other copies identified to my
satisfaction of the following documents and instruments:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certain resolutions adopted by the Board of Directors and
stockholders of the Company approving the Plan and amendments
thereto;
4. The Plan; and
5. The registration statements relating to the Shares, together with the
exhibits thereto, in the form filed or to be filed with the
Commission.
<PAGE> 2
I have obtained from public officials and from officers of the Company and
have examined originals or copies, identified to my satisfaction, of such other
certificates, agreements and other assurances as I consider necessary for the
purpose of rendering the opinion hereinafter expressed.
I have additionally consulted with officers and representatives of the
Company and have obtained such representations with respect to matters of fact
as I deemed necessary or advisable. I have not necessarily independently
verified the content of the factual statements made to me in connection
therewith, nor the veracity of such representations, but I have no reason to
doubt their truth or accuracy.
Based on the foregoing, it is my opinion that the Shares, when issued, sold
and paid for in accordance with the terms of the Plan, will be duly and validly
issued, fully paid and non-assessable.
I hereby consent to this opinion being filed as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Helen W. Melman
HELEN W. MELMAN
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into the registration statement of
CanArgo Energy Corporation on Form S-8, of our report which includes a paragraph
regarding the ability of the Company to continue as a going concern, dated March
5, 1999 (except for Note 20, as to which the date is March 29, 1999), on our
audit of the consolidated financial statements of CanArgo Energy Corporation as
of December 31, 1998 and 1997, and for the years ended December 31, 1998, 1997
and August 31, 1996 and the four month period ended December 31, 1996.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
August 26, 1999
