UNITED STATES
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, 2008
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32145
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91-0881481 |
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(State or other jurisdiction
Of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| CanArgo Energy Corporation |
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| P.O. Box 291, St. Peter Port |
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| Guernsey, British Isles
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GY1 3RR |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code +(44) 1481 729 980
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
The matters discussed in this Current Report on Form 8-K 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 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 Company’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 Company’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 Company cannot give assurance that the results
will be attained.
Section 5— Corporate Governance
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Effective December 8, 2008, Russ Hammond, Non-Executive Director, is stepping down from the CanArgo
Board and leaving the Company.
Section 7—Regulation FD
Item 7.01. Regulation FD Disclosure.
December 8, 2008 — Guernsey, British Isles — CanArgo Energy Corporation (“CanArgo” or the
“Company”) (OSE: CNR, AMEX:CNR) today announced that Russ Hammond, Non-Executive Director, is
stepping down from the CanArgo Board with immediate effect and leaving the Company.
Vincent McDonnell, Chairman, President and Chief Executive Officer, said: “I would like to thank
Russ Hammond for his immense contribution to CanArgo over the years, having been a director of the
Company since its inception, and I wish him all the best in the future.”
The Company will consider appointing a replacement director to the Board in due course.
CanArgo is an independent oil and gas exploration and production company with its oil and gas
operations currently located in Georgia.
The information in this item 7.01 (including its exhibit) shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or
otherwise subject to liability of that section. The information in this report (including its
exhibit) shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference
in such filing.
A copy of the Press Release is attached hereto as Exhibit 99.1,
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