UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ________________
Commission File Number 0-9147
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-0881481
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. BOX 291, ST PETER PORT, GUERNSEY, BRITISH ISLES GY1 3RR
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (44) 1481 729 980
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class)
Indicate by check mark whether the registrant: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated herein by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: Common Stock, $0.10 par value,
105,798,421 shares outstanding as of February 29, 2004.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of the Registrant's common stock held
by-non-affiliates was approximately $16.5 million as of June 30, 2003, based
upon the last reported sales price of such stock on the Over The Counter
Bulletin Board on that date. For this purpose, the Registrant considers Dr.
David Robson and Nils Trulsvik to be its only affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement to be issued in
connection with its 2004 Annual Meeting of Shareholders are incorporated by
reference in Part III of this Report. Other documents incorporated by reference
in this Report are listed in the Exhibit Index.
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EXPLANATORY NOTE
CanArgo Energy Corporation is hereby amending this Annual Report on Form 10-K
for the fiscal year ended December 31, 2003 to reflect the deletion of Exhibits
23(a) and 23(b) from Part IV, Item 15 of the report, which exhibits were
inadvertently included in the original report. Except for the foregoing item, no
other information included in the original Annual Report on Form 10-K is amended
by this amendment.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements and related notes of the Company
contained on pages F-1 through F-44 are filed as part of this Report:
Reports of Independent Auditors
Consolidated Statements of Operations - Years Ended December 31, 2003, 2002,
and 2001.
Consolidated Balance Sheets - December 31, 2003 and 2002.
Consolidated Statements of Cash Flows - Years Ended December 31, 2003, 2002,
and 2001.
Consolidated Statements of Stockholders' Equity - Years ended December 31, 2003,
2002 and 2001.
Notes to Consolidated Financial Statements
(2) Financial Statements Schedules
None
All other schedules are omitted because of the absence of conditions under which
they are required or because the required information is included in the
consolidated financial statements or notes thereto.
(b) Reports on Form 8-K:
The following Current Reports on Form 8-K were filed during the quarter
ended December 31, 2003.
On December 11 2003, CanArgo issued a statement that operations
in the Republic of Georgia are unaffected by the current political
changes in the country.
On December 11 2003, CanArgo announced the initial test results of
horizontal production well N96H, in the Ninotsminda Field, Georgia.
On December 11 2003, CanArgo announced that it had filed its
results for the nine months ended September 30th 2003 on
November 14th 2003.
(c) Exhibits
Management Contracts, Compensation Plans and Arrangements are
identified by an asterisk (*); documents previously filed with the
original Annual Report on Form 10-K for the year ended December
31, 2003 are identified by a double asterisk (**); and documents
filed herewith are identified by a cross (+).
1(6) Engagement Agreement with Sundal Collier & Co ASA dated August
13, 2001. (Incorporated herein by reference from Post-Effective
Amendment No. 2 to Form S-1 Registration Statement, File No.
333-85116 filed on September 10, 2002).
2(4) Memorandum of Agreement between Fielden Management Services Pty,
Ltd., A.C.N. 005 506 123 and Fountain Oil Incorporated dated May
16, 1995 (Incorporated herein by reference from December 31, 1997
Form 10-K/A).
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3(1) Registrant's Certificate of Incorporation and amendments thereto
(Incorporated herein by reference from July 15, 1998 Form 8-K).
3(2) Registrant's Bylaws (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).
*10(2) Amended and Restated 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).
*10(3) Amended and Restated CanArgo Energy Inc. Stock Option Plan
(Incorporated herein by reference from September 30, 1998 Form
10-Q).
10(6) Production Sharing Contract between (1) Georgia and (2) Georgian
Oil and JKX Ninotsminda Ltd. dated February 12, 1996
(Incorporated herein by reference from Form S-1 Registration
Statement, File No. 333-72295 filed on September 7, 1999).
*10(14) Management Services Agreement between CanArgo Energy
Corporation and Vazon Energy Limited concerning the provision of
services by Dr. David Robson dated June 29, 2000 (Incorporated
herein by reference from September 30, 2000 Form 10-Q).
10(15) Tenancy Agreement between CanArgo Services (UK) Limited and
Grosvenor West End Properties dated September 8, 2000
(Incorporated herein by reference from September 30, 2000 Form
10-Q).
10(19) Production Sharing Contract between (1) Georgia and (2)
Georgian Oil and CanArgo Norio Limited dated December 12, 2000
(Incorporated herein by reference from December 31, 2000 Form
10-K).
*10(22) Employment Agreements between CanArgo Energy Corporation and
Vincent McDonnell dated December 1, 2000 (Incorporated herein by
reference from December 31, 2001 Form 10-K).
10(23) Agreement Number 1 dated March 20, 1998 on Joint Investment
Production Activity for further development and further
exploration of Bugruvativske Field (Incorporated herein by
reference from September 30, 2001 Form 10-Q).
10(25) Covenant on terms and conditions of participation in investment
activity under the Joint Investment Production Activity agreement
dated of March 20, 1998, dated July 23, 2002. (Incorporated
herein by reference from September 30, 2002 Form 10-Q).
10(26) Amendments of and Additions to Joint Investment Production
Activity agreement of March 20, 1998, dated August 8, 2002.
(Incorporated herein by reference from September 30, 2002 Form
10-Q).
10(27) Amendment of Clause 9.3.1 of Amendments of and Additions to the
Joint Investment Production Activity agreement of March 20, 1998,
dated September 17, 2002. (Incorporated herein by reference from
September 30, 2002 Form 10-Q).
10(28) Stock sale purchase contract of IPEC between Lateral Vector
Resources Inc. and Lystopad dated September 24, 2002.
(Incorporated herein by reference from September 30, 2002 Form
10-Q).
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10(29) Stock sale purchase contract of IPEC between Lateral Vector
Resources Inc. and Lyutyi dated September 24, 2002. (Incorporated
herein by reference from September 30, 2002 Form 10-Q).
10(30) Sale agreement of CanArgo Petroleum Products Limited between
CanArgo Limited and Westrade Alliance LLC dated October 14, 2002.
(Incorporated herein by reference from September 30, 2002 Form
10-Q).
10(31) Crude Oil Sales Agreement dated May 5, 2003 (Incorporated
herein by reference from September 30, 2003 Form 10-Q).
10(32) Farm-in Agreement dated September 4, 2003 relating to the Norio
(Block XIC) and North Kumisi Production Sharing Agreement in the
Republic of Georgia with a wholly owned subsidiary of Georgian
Oil, the Georgian State Oil Company (Incorporated herein by
reference from September 30, 2003 Form 10-Q).
10(33) Farm-in Agreement dated September 7, 2003 relating to the M11
well on the Manavi Cretaceous prospect within the Ninotsminda PSC
area between Ninotsminda Oil Company Limited and Georgian British
Oil Services Company Limited (Incorporated herein by reference
from September 30, 2003 Form 10-Q).
10(34) Stock Purchase Agreement dated September 24, 2003 regarding the
sale of all of the issued and outstanding stock of Fountain Oil
Boryslaw (Incorporated herein by reference from September 30,
2003 Form 10-Q).
**10(36) Manavi Termination Agreement dated December 5, 2003.
21 List of Subsidiaries (Incorporated herein by reference from
September 30, 2001 Form 10-Q)
+31(1) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer of CanArgo Energy Corporation.
+31(2) Rule 13a-14(c)/15d-14(a) Certification of Chief Financial
Officer of CanArgo Energy Corporation.
+32 Section 1350 Certifications.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CanArgo Energy Corporation
(Registrant)
By: /s/ Vincent McDonnell Date: April 28, 2004
-------------------------
Chief Financial Officer
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EXHIBIT 31.1
CERTIFICATIONS
I, David Robson, Chairman of the Board and Chief Executive Officer, certify
that:
1. I have reviewed this annual report on Form 10-K/A of CanArgo Energy
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
April 28, 2004 /S/ DAVID ROBSON
----------------
DAVID ROBSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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EXHIBIT 31.2
CERTIFICATIONS
I, Vincent McDonnell, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K/A of CanArgo Energy
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
April 28, 2004 /S/ VINCENT McDONNELL
---------------------
VINCENT MCDONNELL
CHIEF FINANCIAL OFFICER
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EXHIBIT 32(1)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CanArgo Energy Corporation (the
"Company") on Form 10-K/A for the period ending December 31, 2003 as filed with
Securities and Exchange Commission on the date hereof (the "Report"), I, David
Robson, Chairman of the Board and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ DAVID ROBSON
----------------------
David Robson
Chairman and Chief Executive
Officer
April 28, 2004
A signed original of this written statement required by Section 906 or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.
This Certification is being furnished pursuant to Rule 15(d) and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (15 U.S.C. Section 78r), or otherwise subject to the liability
of that Section. This Certification shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates it
by reference.
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Exhibit 32(2)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CanArgo Energy Corporation (the
"Company") on Form 10-K/A for the period ending December 31, 2003 as filed with
Securities and Exchange Commission on the date hereof (the "Report"), I, Vincent
McDonnell, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ VINCENT McDONNELL
--------------------------
Vincent McDonnell
Chief Financial Officer
April 28, 2004
A signed original of this written statement required by Section 906 or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.
This Certification is being furnished pursuant to Rule 15(d) and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (15 U.S.C. Section 78r), or otherwise subject to the liability
of that Section. This Certification shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates it
by reference.
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