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 16, 2000
------------------
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>
The matters discussed in this Report 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 exploration, 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
Registrant'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 Registrant'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 Registrant cannot give assurance that the results anticipated herein will be
attained.
ITEM 5. OTHER EVENTS
On August 16, 2000, CanArgo Energy Corporation (the "Registrant") announced that
its Registration Statement on Form S-3 relating to the offer and sale of
25,048,766 shares of its common stock by certain stockholders was declared
effective by the U.S. Securities and Exchange Commission on August 15, 2000.
Neither the Registrant nor its directors nor executive officers is selling
shares in this offering, and will not receive any proceeds from the sale of the
shares offered under this prospectus.
A copy of the prospectus may be obtained from CanArgo's office at 1580 Guinness
House, 727 7th Avenue SW, Calgary, Alberta T2P 0Z5.
On August 18, 2000, the Registrant announced that it had closed a private
placement of 12,000,000 shares at NOK 11.20 per share (approximately US$1.27 per
share). Net proceeds from the placement were some NOK 127 million (approximately
US$14.4 million). After completion of the private placement, the Registrant will
have 72,388,212 common shares issued and outstanding.
Sundal Collier & Co ASA and Den norske Bank ASA, DnB Markets acted as placement
agents for this transaction. The shares to be issued in connection with this
placement were issued under Regulation S of the Securities Act of the United
States and have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to U.S. persons
(as defined in such Regulation) absent such registration or an applicable
exemption from such registration. The Offering will prior to the listing of the
Shares require a prospectus under the Oslo Stock Exchange Regulations, Chapter
18 (offering of more than 10% of the share capital). The Offering will not
require a prospectus under the Norwegian Securities Trade Act of 1997, Chapter 5
as the Offer is in compliance with the exemptions from the obligation to
prepare a prospectus in connection with offers made to professional investors
(the securities are being issued in minimum lots of EURO 40,000 in terms of
subscription price).
This private placement satisfies the second and final tranche of the
Registrant's near term funding requirements. With sufficient capital on hand to
pursue its current business strategy in the Republic Georgia, the Registrant
does not anticipate raising additional equity funds for the foreseeable
future.
(c) Exhibits
<TABLE>
<CAPTION>
<C> <S>
99(1) Press release dated August 16, 2000 relating to the Registrant's
Registration Statement on Form S-3 being declared effective by the
Securities & Exchange Commission
99(2) Press release dated August 18, 2000 relating to sale of 12,000,000
shares of Registrant's common stock
</TABLE>
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: August 23, 2000 By: /s/Maria Rees
--------------
Maria Rees
Corporate Secretary
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
FILED WITH
EXHIBIT THIS
NUMBER EXHIBIT REPORT
------- --------------------------------------------------------------- ----------
99(1) Press release dated August 16, 2000 relating to the
Registrant's Registration Statement on Form S-3 being declared
effective by the Securities & Exchange Commission X
99(2) Press release dated August 18, 2000 relating to sale of
12,000,000 shares of Registrant's common stock X
</TABLE>
