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2
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3
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6
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6
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8
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9
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9
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11
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13
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13
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14
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14
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You should rely only on the information contained in this prospectus and the documents incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Selling Stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus or any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
Overview
We are engaged, through our subsidiaries, in the exploration for and development of oil and natural gas reserves. We have not yet achieved our planned principal operations and are considered to be a development stage enterprise. We initiated these activities in 2003. The recoverability of the costs we have incurred to date is uncertain and dependent upon achieving commercial production and sale of hydrocarbons, our ability to obtain sufficient financing to fulfill our obligations under the production sharing or other contracts we are a party to with respect to oil and natural gas exploration and development activities in India, Israel and Colombia and upon future profitable operations.
At present, our activities are being undertaken in four geological basins located offshore and onshore in India, one geological basin located offshore Israel and one geological basin located onshore in Colombia where reserves of oil or natural gas are believed by our management to exist.
Our principal executive offices are located at Suite #200, 625 – 4 Avenue SW, Calgary, Alberta, Canada T2P 0K2 and our telephone number is +1 (403) 777-9250.
The Private Placements
The Israel Land Development Company – Energy Ltd.
On March 29, 2012, GeoGlobal Resources Inc. (the “Company”) closed a private placement transaction with The Israel Land Development Company – Energy Ltd. (“ILDE”) as more fully described below (the “ILDE Transaction”).
Securities Purchase and Exchange Agreement
Under the terms of a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange Agreement”), the Company agreed to issue to ILDE 32,740,479 shares of common stock, par value $0.001 per share (“Common Stock”) and 16,466,639 warrants to purchase shares of Common Stock (the “Warrants”) in exchange for the issuance by ILDE of 28,402,262 ordinary shares of ILDE (the “ILDE Ordinary Shares”) to the Company (the “Share Exchange” and the closing of the Share Exchange is referred to herein as the “Share Exchange Closing”). The value of each ILDE Ordinary Share was determined based on the volume weighted average prices for the Ordinary Shares on the Tel Aviv Stock Exchange for the twenty-five (25) trading days ending on November 7, 2011, which the parties agreed was NIS0.9704 at a USD/NIS conversion rate of 0.2732179 USD/NIS. Therefore, the 28,402,262 ILDE Ordinary Shares are valued at US$7,530,310. After the Share Exchange, the Company will own 3.05% of ILDE. In addition, the Company agreed to grant ILDE the right, exercisable in whole or in part from time to time following receipt of the approval by the stockholders of the Company and through July 31, 2012, to subscribe for and purchase from the Company up to 16,466,639 units (“Units”), with each Unit consisting of (i) one share of Common Stock and (ii) one Warrant. The purchase price per Unit is US$0.24 (subject to customary anti-dilution adjustments). The Warrants issued at the Share Exchange Closing and the Warrants underlying the Units have an exercise price of US$0.30 (subject to customary anti-dilution adjustments) and may be exercised for a period of 12 months following the date that is six months after the date of applicable issue. On November 21, 2011, the average trading price of our Common Stock was US$0.2947. On April 4, 2012, the last reported sale price of our Common Stock was US$0.218.
The Securities Purchase and Exchange Agreement contains customary representations, warranties and covenants for transactions of this type. These representations, warranties and covenants were made solely for purposes of the Securities Purchase and Exchange Agreement and should not be relied upon by any investor in the Company, nor should any investor rely upon any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its subsidiaries or affiliates. Investors in the Company are not third party beneficiaries under the Securities Purchase and Exchange Agreement.
The Securities Purchase and Exchange Agreement provides that, upon receipt of stockholder approval of the transactions contemplated by the Securities Purchase and Exchange Agreement, which stockholder approval was received on February 10, 2012, the Company will cause one director then serving on the Board of Directors of the Company (the “Company Board”) to resign. On February 10, 2012, Jean Paul Roy resigned from the Company Board. The Company, acting through the Company Board, will appoint one individual selected by ILDE to fill such vacancy until the subsequent annual meeting of stockholders of the Company. Thereafter, for so long as ILDE and its affiliates hold at least 18.75% of the issued and outstanding shares of Common Stock, the Company will take such action as is necessary to nominate two individuals selected by ILDE to serve on the Company Board. Mr. Ohad Marani, the CEO of ILDE, was appointed to the Company Board as ILDE’s first director on January 11, 2012. The Company’s By-laws specify that there may be no less than two and no more than nine directors that constitute the whole Company Board and that the numbers of directors that constitute the whole Company Board may be changed from time to time as determined by action of the majority of the whole Company Board. According to the Company’s By-laws, as of April 4, 2012, five directors constitute the whole Company Board.
The foregoing description of the Securities Purchase and Exchange Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase and Exchange Agreement, which is attached as Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on November 23, 2011, and is incorporated herein by reference.
Registration Rights Agreement
In connection with the Securities Purchase and Exchange Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby the Company agreed to use its commercially reasonable efforts to ensure that all of the Common Stock underlying the securities issued or issuable pursuant to the Securities Purchase and Exchange Agreement will be covered by an effective registration statement for resale as soon as practicable.
The Company agreed to pay all expenses associated with the registration of the Common Stock issued to ILDE, including ILDE’s reasonable expenses in connection with the registration but excluding discounts, commissions, fees of underwriters, selling brokers, deal managers or similar securities industry professionals related to a sale of the Common Stock.
The foregoing description of the Registration Rights Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is attached as Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on November 23, 2011, and is incorporated herein by reference.
Rodman & Renshaw Engagement Letter
On May 20, 2011, the Company entered into an engagement letter with Rodman & Renshaw, LLC (“Rodman”) (the “Engagement Letter”). Pursuant to terms negotiated under the Engagement Letter, when Rodman acts as placement agent for the Company, it is entitled, as part of its compensation, to such number of Warrants to purchase 6% of the aggregate number of Warrants placed in the offering. Therefore, Rodman is entitled to 6% of the Warrants issued in the ILDE Transaction. These Warrants have the same terms as the Warrants issued to ILDE, except that the exercise price is 125% of the price at which the securities are issued to ILDE and the exercise period is five years. Therefore, the Warrants may be exercised for five years following the date that is six months after the date of issue, and will have an exercise price of $0.375.
Under terms negotiated under the Engagement Letter, Rodman is entitled to Warrants for 6% of the Warrants acquired by ILDE under the Securities Purchase and Exchange Agreement. Thus, when the Company issued 16,466,639 Warrants to ILDE under the terms of the Securities Purchase and Exchange Agreement on March 29, 2012, we also issued an additional 987,998 Warrants, such amount constituting 6% of the 16,466,639 Warrants issued to ILDE, to Rodman as compensation for acting as the placement agent under terms negotiated under the Engagement Letter. If, in future, ILDE exercises its right to purchase 16,466,639 Units, then we would be obligated to issue an additional 987,998 Warrants, as the Units are comprised in part by 16,466,639 Warrants, and Rodman is entitled to 6% of the 16,466,639 Warrants issued, as compensation for acting as placement agent. Rodman will earn the 987,998 Warrants issuable in connection with the Units only if and when ILDE exercises its rights under the Securities and Exchange Agreement to purchase the Units.
Participation Rights
Under the Securities Purchase and Exchange Agreement, the Company may not issue any equity, debt or convertible securities of the Company prior to May 2012 unless the Company offers ILDE the right to purchase in the aggregate up to 50% of the total issuance by the Company, at the same price and on the same terms as those offered to the other purchaser (the “Participation Right”).
Because the Company may issue up to 1,975,996 Warrants to Rodman, ILDE will have the right to participate, should they so choose, in the Warrants issued to Rodman up to 50% of the total number of Warrants issued in connection with the Engagement Letter and the participation rights under the Securities Purchase and Exchange Agreement. Therefore, ILDE may purchase up to 1,975,996 Warrants, depending on the Warrants issued to Rodman.
ILDE purchased 987,998 Warrants (at a purchase price of $0.001 per underlying share and with an exercise price of $0.375) on March 29, 2012, when Rodman was issued its first disbursement of Warrants for its work in connection with its placement of the Warrants in the Securities Purchase and Exchange Agreement. If ILDE exercises its right to purchase the Units, ILDE would have the right to purchase an additional 987,998 Warrants (at a purchase price of $0.001 per underlying share and with an exercise price of $0.375) once the 987,998 Warrants issuable in connection with the purchase of the Units have been issued to Rodman.
All Warrants issued to Rodman under the terms negotiated under the Engagement Letter or to ILDE pursuant to the Participation Right may be exercised for five years following the date that is six months after the date of issue.
Private Investors
On March 2, 2012, the Company closed a private placement transaction with various private investors (the “Investors”) (the “Investor Transaction”). Under the terms of the subscription agreements signed by each Investor (the “Subscription Agreements”), the Company offered an aggregate of 2,500,000 units (the “Investor Units”), each Investor Unit consisting of (i) one share of Common Stock and (ii) one
warrant to purchase one share of Common Stock (the “Investor Warrants”), for a purchase price of $0.25 per Investor Unit. Each Investor Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of US$0.32 for a period of two years following the date the offering closed.
In connection with the Investor Transaction, the finders for each Investor (the “Finders”), received an aggregate of 150,000 Investor Warrants and 36,000 shares of Common Stock as compensation.
This prospectus relates to the resale by the Selling Stockholders identified in this prospectus of up to 91,278,388 shares of Common Stock. All of the Shares, when sold, will be sold by the Selling Stockholders. The Selling Stockholders may sell their Shares from time to time at prevailing market prices. We will not receive any proceeds from the sale of the Shares by the Selling Stockholders.
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Common Stock offered by the Selling Stockholders
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Up to 91,278,388 Shares
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Common Stock outstanding as of April 4, 2012
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134,490,051
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Dividend Policy
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We have not paid any cash dividends on our common stock in the past and currently do not expect to pay dividends or make any other distributions on our common stock in the immediate future.
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Use of proceeds
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We will not receive any proceeds from the sale of Shares by the Selling Stockholders.
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NYSE Amex Symbol
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“GGR”
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All of the shares of Common Stock in this offering are being sold by the Selling Stockholders.
As of April 4, 2012, the number of shares of Common Stock outstanding excludes 7,757,647 shares of common stock issuable upon exercise of outstanding options and warrants.
Some of the statements included or incorporated by reference in this prospectus or in information we file with the SEC are “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. These statements are based on the beliefs and assumptions of our management and the management of our subsidiaries. Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of operations of our company. Forward-looking statements include, but are not limited to:
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statements regarding our plans and objectives relating to our future operations,
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plans and objectives regarding the exploration, development and production activities conducted on the exploration blocks in India, Israel and Colombia where we have interests,
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plans regarding drilling activities intended to be conducted through the ventures in which we are a participant, the success of those drilling activities and our ability and the ability of the ventures to complete any wells on the exploration blocks, to develop reserves of hydrocarbons in commercially marketable quantities, to establish facilities for the collection, distribution and marketing of hydrocarbons, to produce oil and natural gas in commercial quantities and to realize revenues from the sales of those hydrocarbons,
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our ability to maintain compliance with the terms and conditions of licenses and our production sharing and other contracts, including the related work commitments, to obtain consents, waivers and extensions under the terms of these licenses and production sharing and other contracts as and when required, and our ability to fund those work commitments,
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our plans and objectives to join with others or to directly seek to enter into or acquire interests in additional licenses and production sharing or other contracts in India, Israel, Colombia and elsewhere,
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our assumptions, plans and expectations regarding our future capital requirements,
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our plans and intentions to raise additional capital we require and our likelihood of success in that regard,
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the costs and expenses to be incurred in conducting exploration, well drilling, development and production activities, our estimates as to the anticipated annual costs of those activities and the adequacy of our capital to meet our requirements for our present and anticipated levels of activities are all forward-looking statements.
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If our plans fail to materialize, your investment will be in jeopardy.
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We cannot assure you that our assumptions or our business plans and objectives will prove to be accurate or be able to be attained.
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We cannot assure you that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in a discovery of reserves of hydrocarbons or that any hydrocarbons discovered will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons discovered.
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Our ability to realize material revenues cannot be assured. Our ability to successfully drill, test and complete significant numbers of producing wells cannot be assured.
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We cannot assure you that we will have available the capital required to meet our plans and objectives at the times and in the amounts required or we will have available to us the amounts we are required to fund under the terms of the licenses or production sharing and other contracts we are a party to. We cannot assure you that we will be successful in raising the additional capital we currently require.
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We cannot assure you that we will be successful in joining any further ventures seeking to be granted licenses or production sharing or other contracts in India, Israel, Colombia or elsewhere or that we will be successful in acquiring interests in existing ventures.
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We cannot assure you that we will obtain all required consents, waivers and extensions from a governmental or regulatory body in India, Israel or Colombia as and when required to maintain compliance with the licenses or production sharing or other contracts we have entered into, that we may not be adversely affected by any delays we may experience in receiving those consents, waivers and extensions, and that we may not incur liabilities under the production sharing or other contracts for our failure to maintain compliance with the requirements of and timely complete the related work programs.
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We cannot assure you that GSPC will not be successful in its efforts to obtain payment from us on account of exploration costs it has expended on the KG Offshore Block for which it asserts we are liable or otherwise seek to hold us in breach of the PSC or commence arbitration proceedings against us and be successful in its assertion that it can terminate our contract with them or the Government of India.
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We cannot assure you of our ability to meet our goals and objectives. The consequences to us from adverse developments in general economic or capital market conditions, events having international consequences, or military or terrorist activities could have a material adverse effect on us.
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Because the factors discussed in this prospectus and the documents incorporated by reference herein and therein could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Our inability to meet our goals and objectives or the consequences to us from adverse developments in general economic or capital market conditions, events having international consequences, or military or terrorist activities could have a material adverse effect on us. We caution you that various risk factors accompany those forward-looking statements and are described, among other places, under the caption “Risk Factors” in this prospectus and any prospectus supplement. They are also described in our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K incorporated herein by reference. These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this prospectus and the documents incorporated by reference herein and therein and could adversely affect our financial condition and our ability to pursue our business strategy and plans.
An investment in shares of our Common Stock involves a high degree of risk. There can be no assurance that the exploratory drilling to be conducted on the exploration blocks in which we hold an interest will result in any discovery of reserves of hydrocarbons or that any hydrocarbons that are discovered will be in commercially recoverable quantities. In addition, the realization of any revenues from commercially
recoverable hydrocarbons is dependent upon the ability to deliver, store and market any hydrocarbons that are discovered. There can be no assurance that we will realize material revenues from the sale of oil and gas.
We operate in a highly competitive environment in which there are numerous factors which can influence our business, financial position or results of operations and which can also cause the market value of our common stock to decline. Many of these factors are beyond our control and therefore, are difficult to predict. Prior to making a decision about investing in our securities, you should carefully consider the risk factors contained in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K, in our most recent Quarterly Report on Form 10-Q and in any applicable prospectus supplement and our other filings with the SEC and incorporated by reference in this prospectus, together with all of the other information contained in this prospectus, or any applicable prospectus supplement. Such sections discuss what we believe to be the principal risks that could affect us, the oil and gas exploration and production industry and our participation in that industry, and which could result in a material adverse impact on our financial condition and operating results or cause the market price of our common stock to fluctuate or decline. However, there may be additional risks and uncertainties not currently known to us or that we presently deem immaterial that could also affect our business operations and the market value of our Common Stock.
You should also see the “Note of Caution Regarding Forward-Looking Statements” regarding risks and uncertainties relating to us and to forward-looking statements in this prospectus and in any applicable prospectus supplements and our other filings with the Securities and Exchange Commission (the “SEC”).
The proceeds from the resale of the Shares under this prospectus are solely for the account of the Selling Stockholders. We will not receive any proceeds from the sale of the Shares under this prospectus.
The Company will pay all expenses associated with the registration of the Shares, including the Selling Stockholders’ reasonable expenses in connection with the registration but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals related to a sale of the Shares.
The Company has included in this prospectus 86,092,388 shares of Common Stock and Common Stock underlying convertible securities issued or issuable upon the closing of the ILDE Transaction. The Company has also included in this prospectus 5,186,000 shares of Common Stock and Common Stock underlying convertible securities issued or issuable upon the closing of the Investor Transaction. In connection with both the ILDE Transaction and the Investor Transaction, we have agreed to file a registration statement with the SEC covering the resale of the ILDE Transaction and Investor Transaction Shares. The following table sets forth certain information regarding the Selling Stockholders and the shares of Common Stock beneficially owned by them, which is based on information that is available to us as of April 4, 2012. The Selling Stockholders may offer Shares under this prospectus from time to time and may elect to sell none, some or all of the Shares. As a result, we cannot estimate the number of Shares that the Selling Stockholders will beneficially own after termination of sales under this prospectus. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of its Shares since the date on which it provided information for this table. We have not made
independent inquiries about this. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our Common Stock.
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Shares of Common Stock
Beneficially Owned Before
This Offering (2)
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Shares of Common Stock
Beneficially Owned After This
Offering (2)(3)
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Selling Security
Holders (1)
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Number of
Shares
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Percentage of
Class
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Shares
Offered
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Number of
Shares
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Percentage of
Shares
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The Israel Land
Development
Company – Energy Ltd. (4)
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100,583,031
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54.1%
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84,116,392
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16,466,639
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8.9%
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Robert Sali
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2,000,000
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1.5%
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2,000,000
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0
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0%
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Charles Warner
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1,954,715
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1.4%
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848,000
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1,106,715
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*
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Rodman &
Renshaw, LLC (4)
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1,515,549
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1.1%
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1,383,196
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132,353
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*
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Chris Marsh
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1,144,210
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*
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212,000
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932,210
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*
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Sherrie Ann Pollock
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1,000,000
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*
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1,000,000
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0
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0%
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Laura Bester
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990,000
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*
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800,000
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190,000
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*
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S.W. Marsh
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734,345
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*
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212,000
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522,345
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*
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Edward Kovalik (4)
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369,798
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*
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355,680
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14,118
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*
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Stephen Lee (4)
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188,428
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*
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177,840
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10,588
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*
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Dundee Securities Ltd.
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60,000
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*
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60,000
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0
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0%
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Reid Rubinstein (4)
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59,280
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*
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59,280
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0
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0%
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Primary Capital Inc.
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54,000
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*
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54,000
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0
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0%
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(1)
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If required, information about other selling security holders, except for any future transferees, pledgees, donees or successors of selling security holders named in the table above, will be set forth in a prospectus supplement or amendment to the registration statement of which this prospectus is a part. Additionally, post-effective amendments to the registration statement will be filed to disclose any material changes to the plan of distribution from the description contained in the final prospectus.
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(2)
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Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. A person is deemed to be the beneficial owner of any shares of common stock if such person has or shares the right to vote or dispose of such common stock, or has the right to acquire beneficial ownership at any time within sixty (60) days of the date of the table.
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(3)
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Assumes all Shares offered by the Selling Stockholders hereby are sold and that the Selling Stockholders buy or sell no additional shares of Common Stock prior to the completion of this offering.
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(4)
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Notwithstanding footnote (2), the number of shares beneficially owned also includes common stock underlying warrants that are not exercisable for six months.
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ILDE engages in exploration of oil and gas and holds (through its fully owned subsidiaries) a 41.57% participating interest in the Company’s two Israeli licenses, known as the (347) Myra and (348) Sara licenses (the "Licenses"), in which the Company holds a 5% participating interest and is the operator.
ILDE is also the owner of certain other participating interests in petroleum exploration licenses in Israel and is negotiating the purchase of further rights in petroleum licenses in Israel and in the Adriatic Sea.
ILDE is a public company with its shares listed on the Tel Aviv Stock Exchange. ILDE’s CEO is Mr. Ohad Marani and Mr. Ofer Nimrodi serves as Chairman of the Board of Directors. The investment control over ILDE's shares in the Company will vest in ILDE's Board of Directors.
ILDE is a subsidiary of The Israel Land Development Co. (“ILDC”) which holds a 5% participating interest in the Licenses. Approximately 65% of the voting power of ILDE’s outstanding equity is held by ILDC, a public company with its shares listed on the Tel Aviv Stock Exchange. Mr. Ofer Nimrodi is the CEO of ILDC and Mr. Shlomo Maoz is its Chairman of the Board of Directors. The controlling shareholder in ILDC (with over 50% of the voting power) is Mr. Jackob Nimrodi, who is Mr. Ofer Nimrodi's father. Mr. Ofer Nimrodi holds approximately 14% of the voting power in ILDC.
The primary agreement pursuant to which the parties received the Licenses was signed on May 19, 2010. Prior thereto, there was no relationship between ILDE and the Company. Prior to the closing of the Securities Purchase and Exchange Agreement, ILDE owned 16,466,639 shares of Common Stock that we issued on November 21, 2011 pursuant to a stock purchase agreement between the Company and ILDE.
The Shares offered by this prospectus may be sold by the Selling Stockholders. Such sales may be made at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, and may be made in the over-the-counter market or any exchange on which our Common Stock may then be listed, or otherwise. In addition, the Selling Stockholders may sell some or all of its Shares through:
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a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary brokerage transactions and transactions in which a broker solicits purchasers;
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in negotiated transactions;
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in a combination of any of the above methods of sale; or
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any other method permitted under applicable law.
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The Selling Stockholders may also engage in short sales against the box, puts and calls and other hedging transactions in the Shares or derivatives of the Shares and may sell or deliver the Shares in connection with these trades. For example, the Selling Stockholders may:
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enter into transactions involving short sales of our Common Stock by broker-dealers;
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sell our Common Stock short themselves and redeliver such shares to close out its short positions;
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enter into option or other types of transactions that require the Selling Stockholders to deliver shares of Common Stock to a broker-dealer, who will then resell or transfer the Common Stock under this prospectus; or
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loan or pledge shares of Common Stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
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There is no assurance that the Selling Stockholders will sell any or all of the Shares offered by it.
The Selling Stockholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the Selling Stockholders may allow other broker-dealers to participate in resales. However, the Selling Stockholders and any broker-dealers involved in the sale or resale of our Common Stock may qualify as “underwriters” within the meaning of the Section 2(a)(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act. If the Selling Stockholders qualifies as “underwriters,” they will be subject to the prospectus delivery requirements of the Securities Act.
In addition to selling its Shares under this prospectus, the Selling Stockholders may:
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transfer its Shares in other ways not involving market makers or established trading markets, including, but not limited to, directly by gift, distribution, privately negotiated transactions in compliance with applicable law or other transfer; or
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sell its Shares under Rule 144 of the Securities Act rather than under this prospectus, if the transaction meets the requirements of Rule 144.
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The Company will pay all expenses associated with the registration of the Shares, including the Selling Stockholders’ reasonable expenses in connection with the registration but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals related to a sale of the Shares. The Selling Stockholders will bear all expenses with respect to the offering of Common Stock by the Selling Stockholders.
Under the applicable rules and regulations of the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to our Common Stock for a period of two business days prior to the commencement of such distribution. In addition, the Selling Stockholders will be subject to the applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our Common Stock by the Selling Stockholders.
The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by it and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time under this prospectus after an amendment has been filed under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as a Selling Stockholder under this prospectus.
The Selling Stockholders also may transfer the Shares in other circumstances, in which case the respective pledgees, donees, transferees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the Shares from time to time under this prospectus after an amendment has been filed under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgee, donee transferee or other successors in interest as a Selling Stockholder under this prospectus.
We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the Shares.
We will bear all costs, expenses and fees in connection with the registration of the Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the resale of the Shares. The Selling Stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act.
In connection with sales of the Shares or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The Selling Stockholders may also sell the Shares short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the Selling Stockholders may deliver Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge Shares to broker-dealers that in turn may sell such Shares, to the extent permitted by applicable law.
The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the Selling Stockholders have been advised that they may not use Shares registered on this registration statement to cover short sales of our Common Stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.
The Selling Stockholders have informed the Company that they are not registered broker-dealers and do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares. Upon the Company being notified in writing by the Selling Stockholders that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of the Selling Stockholders and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).
There can be no assurance that the Selling Stockholders will sell any or all of the Shares registered pursuant to the shelf registration statement, of which this prospectus forms a part.
The validity of the issuance of the securities offered by this prospectus will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York.
The consolidated financial statements of GeoGlobal Resources Inc. for the cumulative period from inception on August 21, 2002 to December 31, 2006 incorporated by reference in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, to the extent indicated in their report thereon also appearing elsewhere herein and in the registration statement or incorporated by reference. Such consolidated financial statements have been included herein or incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of GeoGlobal Resources Inc. as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2011 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the December 31, 2011, consolidated financial statements contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has a deficit accumulated during the development stage that raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
We must comply with the informational requirements of the Securities Exchange Act of 1934, as amended, and we are required to file reports and proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies at the prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. You may call the SEC at 1−800−SEC−0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the SEC. You may access the SEC’s web site at http://www.sec.gov. We maintain a website at www.geoglobal.com. The information contained in, or that can be accessed through, our website is not incorporated by reference herein and is not part of this prospectus.
Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed with the SEC as an exhibit and incorporated by reference herein, each such statement being qualified in all respects by such reference.
The SEC allows us to “incorporate by reference” the information in documents we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. These documents provide
a significant amount of information about us. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in such documents that is deemed, in accordance with SEC rules, to have been furnished and not filed), including any filings made after the date of the initial registration statement and prior to effectiveness of the registration statement, prior to the termination of this offering.
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (filed on March 28, 2012);
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Our Current Reports on Form 8-K reporting events of (filing date in parentheses):
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January 11, 2012
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(January 17, 2012)
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February 4, 2012
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(February 9, 2012)
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February 10, 2012
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(February 14, 2012)
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February 22, 2012
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(February 28, 2012)
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March 29, 2012
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(April 2, 2012)
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the description of our Common stock contained in our registration statement on Form 8-A (File No.001-32158) filed on April 27, 2004.
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All documents that we file after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any filings made after the date of the initial registration statement and prior to effectiveness of the registration statement, prior to the termination of this offering, are incorporated by reference into this prospectus and will automatically update information in this prospectus; provided, however, that notwithstanding the forgoing, unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus. The information contained in any such filing will be deemed to be a part of this prospectus, commencing on the date on which the document is filed.
We will provide to each person to whom this prospectus is delivered a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with the prospectus. You may request a copy of these filings or a copy of any or all of the documents referred to above which have been incorporated in this prospectus by reference, at no cost, by writing the following individual at the Company or calling the following individual of the Company at the following address and telephone number:
GeoGlobal Resources Inc.
Suite #200, 625 – 4 Avenue S.W.
Calgary, Alberta T2P 0K2
Attention: Investor Relations
+1 (403) 777-9250
Information contained on our website is not part of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus and, with respect to material incorporated herein by reference, the dates of such referenced material.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by the registrant in connection with the issuance and distribution of the securities being registered. The Selling Stockholders will not bear any portion of such expenses. All the amounts shown are estimates except for the registration fee.
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SEC Registration Fee
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$ |
2,142.83 |
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Legal fees and expenses
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75,000.00 |
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Accounting fees and expenses
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17,000.00 |
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Printing and related expenses
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1,000.00 |
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Total
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$ |
95,142.83 |
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Item 15. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law permits a Delaware corporation to indemnify, on certain terms and conditions, any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. The Certificate of Incorporation and By-laws of the Company require the Company to indemnify the Company’s directors and officers to the fullest extent permitted under Delaware law and permit the Company to indemnify its other officers. A summary of the circumstances in which such indemnification is provided for is contained herein, but that description is qualified in its entirety by reference to Article 5.1 of the Company’s By-laws, incorporated by reference in this registration statement.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Under the Company’s By-laws, the Company must generally advance all expenses incurred by its directors and executive officers who are party or threatened to be made party to any action by reason of the fact that each such director or executive officer is or was a director or executive officer of the Company. Each advancement shall only be made if such director or executive officer undertakes to repay any such advancement if it is ultimately determined that such person is not entitled to be indemnified under the Company’s By-laws or otherwise. The Company’s By-laws further provide that the Company may purchase indemnification insurance on a person required or permitted to be indemnified under the By-laws.
These indemnification provisions may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
From time to time, the Company may enter into individual contracts with any or all of its directors or officers regarding indemnification and advances, to the fullest extent permitted under Delaware law. The registrant believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.
Item 16. Exhibits and Financial Statement Schedules
The list of exhibits in the Exhibit Index to this prospectus is incorporated herein by reference.
Item 17. Undertakings
Item 512(a) of Regulation S−K. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post−effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post−effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, That:
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post−effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post−effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post−effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Item 512(b) of Regulation S−K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Item 512(h) of Regulation S−K. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on April 5, 2012.
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GEOGLOBAL RESOURCES INC.
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By:
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/s/ Paul Miller |
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Name: Paul Miller |
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Title: President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of GeoGlobal Resources Inc. do hereby constitute and appoint Paul Miller the lawful attorney and agent or attorneys and agents with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or either of them, determine may be necessary or advisable or required to enable GeoGlobal Resources Inc. to comply with the Securities Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement on Form S-3. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement or amendments or supplements thereto (including registration statements filed pursuant to Rule 462(b)), and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated below.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated on April 5, 2012.