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 6, 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) ITEM 5. OTHER EVENTS The Registrant issued a press release on June 6, 2000 announcing its initiatives for the Caspian region. That press release is an exhibit to this Form 8-K. The attached Press Release describes, among other things, a possible off-shore offering of securities that the Company may effect pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act") afforded by Regulation S promulgated thereunder. If the Company elects to proceed with this offering as currently contemplated, the offering will be an off-shore offering restricted to investors who qualify under Regulation S as not being "US persons" and the offered securities will be deemed "restricted securities" as defined under applicable US securities laws and regulations. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits FILED WITH EXHIBIT THIS NUMBER EXHIBIT REPORT - ------- ------- ----------- 99(1) Press Release dated June 6, 2000 X announcing strategic alternatives for the Caspian region SIGNATURES ---------- Pursuant to the requirements 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 14, 2000 By: /s/Maria Rees -------------------- Maria Rees Corporate Secretary