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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) December 8, 1999
CANARGO ENERGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-9147 91-0881481
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1580, 727 - 7th Avenue SW, Calgary, Alberta T2P 0Z5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 403-777-1185
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Between December 9, 1999 and December 10, 1999, the Registrant
sold 3,300,000 shares of the Registrant's Common Stock at NOK 6.90 per share
based on the closing price of the Registrant's stock on the Oslo Stock Exchange
on December 8, 1999. Orkla Finans and Sundal Collier & Co. acted as placement
agents for this transaction and received a success fee of 6.0% of the gross
proceeds of NOK 22,770,000.
In accordance with Rule 901 promulgated under the Securities
Act of 1933, as amended (the "Act"), the offer and sale of the Common Shares
were not included within the terms "offer, "offer to sell", "sell", "sale" and
"offer to buy" as used in Section 5 of the Act. Each purchaser of the Common
Shares has represented and warranted to and agreed with the Registrant, among
other things, that that (a) the Shares have not been and will not be registered
under the Securities Act, and may not be offered or sold in the United States or
to, or for the account or benefit of, any "U.S. person" (as defined in
Regulation S), unless such Shares are registered under the US Securities Act and
any applicable state securities or blue sky laws or such offer or sale is made
pursuant to exemptions from the registration requirements of such laws, (b) the
Shares are being offered and sold pursuant to the terms of Regulation S under
the Securities Act of 1933 as amended (the "Securities Act"), which permits
securities to be sold to non-"U.S. persons" in "offshore transactions" (as
defined in Regulation S), subject to certain terms and conditions, (c) the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgements and understandings of the Purchaser set
forth herein in order to determine the availability of the exemptions from
registration under the Securities Act relied upon by the Company and the
suitability of the Purchaser to acquire the Shares; (d) the Shares have been
offered and sold to the Purchaser in an "offshore transaction" and Purchaser has
not engaged in any "directed selling efforts", as each such term is defined in
Regulation S, and (e) in the view of the Commission, the statutory basis for the
exemption from registration claimed for this Offering would not be present if
the Offering of the Shares, although in technical compliance with Regulation S,
is part of a plan or scheme to evade the registration provisions of the
Securities Act and, accordingly, the Purchaser is making the representations and
warranties in this schedule to evidence its compliance with the applicable
requirements of the Securities Act and that its participation in such Offering
is not a part of any such plan or scheme.
The share certificate representing the Common Shares had
endorsed thereon a legend stating that the shares sold had not been registered
under the Act and that the Common Shares could not be disposed, transferred,
pledged or otherwise disposed to or on behalf of a U.S. person unless registered
under the Act or an exemption from such registration was available.
(c) Exhibits
99(1) Agreement on Financial Advisory Services
dated December 8,
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1999.
99(2) Form of Subscription Agreement
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: December 23, 1999 By: /s/Maria Rees
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Maria Rees
Corporate Secretary
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EXHIBIT INDEX
FILED WITH
EXHIBIT THIS
NUMBER EXHIBIT REPORT
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99(1) Agreement on Financial Advisory Services dated
December 8, 1999. X
99(2) Form of Subscription Agreement X