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) May 2, 2003
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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.)
CanArgo Energy Corporation
P.O. Box 291, St. Peter Port
Guernsey, British Isles GY1 3RR
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (44) 1481 729 980
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Pursuant to Regulation FD, CanArgo Energy Corporation is furnishing a
copy of Deed of Variation of Management Services Agreement between
CanArgo Energy Corporation and Vazon Energy Limited dated May 2, 2003.
ITEM 9. Regulation FD Disclosure.
Pursuant to Regulation FD, CanArgo Energy Corporation is furnishing a copy of
Deed of Variation of Management Services Agreement between CanArgo Energy
Corporation and Vazon Energy Limited dated May 2, 2003. The Deed of Variation is
attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANARGO ENERGY CORPORATION
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Date: May 10, 2003 By: /s/Liz Landles
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Liz Landles, Corporate Secretary
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AGREEMENT
BETWEEN
CANARGO ENERGY CORPORATION
AND
VAZON ENERGY LIMITED
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DEED OF VARIATION OF MANAGEMENT
SERVICES AGREEMENT
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McGrigor Donald
Pacific House
70 Wellington Street
GLASGOW
G2 6SB
Telephone: 0141 248 6677
Facsimile: 0141 204 1351 / 221 1390
E-Mail: enquiries@mcgrigors.com
Web Site: http://www.mcgrigors.com
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THIS AGREEMENT IS MADE AS A DEED ON 2ND MAY 2003:-
BETWEEN
(1) CANARGO ENERGY CORPORATION, a corporation (Commission File Number
0-9147) incorporated and existing under the laws of the State of
Delaware, United States of America (the "COMPANY"); and
(2) VAZON ENERGY LIMITED, (Company Number 32244) a company incorporated and
existing under the laws of Guernsey, Channel Islands (the
"CONSULTANT").
WHEREAS:
(A) The Company and the Consultant entered into a management services
agreement dated 30 June 2000 (the "MANAGEMENT SERVICES AGREEMENT")
under which the Company obtained the services of the Consultant and the
Consultant provided certain services to the Company on the terms and
conditions of the Management Services Agreement; and
(B) The parties wish to record their agreement and consent to the
Management Services Agreement being amended and varied in accordance
with the terms of this Agreement.
IT IS AGREED as follows:
1 INTERPRETATION
1.1 In this Agreement unless otherwise specified or the context otherwise
requires:-
1.1.1 words and phrases defined in the Management Services Agreement shall
bear the same meanings unless otherwise defined or amended herein;
1.1.2 references to this Agreement shall include the Recitals;
1.1.3 references to a Clause is to a clause of this Agreement;
1.1.4 words importing any gender shall include the other genders;
1.1.5 words importing natural persons shall include corporations and vice
versa;
1.1.6 words importing the singular only shall include the plural and vice
versa;
1.1.7 words importing the whole shall be treated as including a reference to
any part thereof; and
1.1.8 any word or expression the definition of which is contained in or
referred to in the Act shall be construed as having the meaning
attributed to it.
1.2 In this Agreement the headings to the Clauses are inserted for
convenience only and shall not affect the construction of this
Agreement.
2 VARIATION OF THE MANAGEMENT SERVICES AGREEMENT
2.1 The parties to this Agreement agree and consent that with effect from
the date of this Agreement, the Management Services Agreement shall
be varied as follows:-
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2.1.1 In Section 1 of the Agreement the following new definition shall be
inserted:
"COMPENSATION COMMITTEE" means the compensation committee of the
Company from time to time;
"CHANGE OF CONTROL" means the acquisition or series of related
acquisitions whether by purchase, transfer, renunciation or otherwise
of any interest in the common stock of the Company by a single party
if, upon completion of that acquisition or acquisitions, the single
party, together with persons acting in concert or connected with him,
would hold more than 50 per cent in number of the common stock of the
Company;
2.1.2 Section 3 shall be deleted and replaced with the following:
"This Agreement shall commence on June 30, 2000 and shall terminate
upon the earliest to occur of:
(i) either party giving to the other not less than six (6) months
written notice to terminate the Agreement, in which case the
Agreement shall terminate six (6) months after the receipt of
the notice;
(ii) the liquidation or dissolution of the Company;
(iii) the mutual agreement of the parties to terminate this Agreement;
or
(iv) the occurrence of an Event of Default.
The period during which this Agreement is in effect shall be known as
the "TERM".
Notwithstanding the provisions above, in the event of a Change of
Control of the Company, the Company shall be required to give the
Consultant not less than twelve (12) months written notice to
terminate the Agreement."
2.1.3 Exhibit 3 shall be deleted and replaced with the following:
"The Company accepts that work carried out by the Consultant under
this Agreement may contribute to significant business progress for
the Company, including for example without limitation, the
acquisition of new projects, increase of revenue from existing
projects, rationalisation of costs, increase in positive cash flow
for the Company, successful corporate restructuring, merger, takeover
or similar, or some such other event which is positive for the
Company (the "EVENT"), and in these circumstances the Compensation
Committee of the Company shall cause the Company to pay a
discretionary cash bonus to the Consultant in an amount (if any) to
be determined by the Compensation Committee which will take into
account, inter alia, the value to the Company of the Event."
3 ACKNOWLEDGEMENTS
The parties to this Agreement hereby acknowledge and agreed that,
save as specifically and expressly amended by this Agreement, the
Management Services Agreement shall remain as originally executed and
in full force and effect.
4 COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which shall constitute one and
the same instrument.
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5 GOVERNING LAW AND JURISDICTION
5.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
law of England.
5.2 JURISDICTION
The parties hereby irrevocably submit to the non-exclusive
jurisdiction of the Courts of England as regards any claim dispute or
matter arising out of or in connection with this Agreement and its
implementation or effect.
EXECUTED AND DELIVERED as a deed on the date first above written.
EXECUTED AND DELIVERED AS A DEED
by CANARGO ENERGY CORPORATION acting by
/s/: Nils Trulsvik........................ Director
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Nils Trulsvik............................. Full Name
/s/: Russ Hammond......................... Director
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Jeffrey Frederick Russell Hammond......... Full Name
EXECUTED AND DELIVERED AS A DEED
by VAZON ENERGY LIMITED acting by
/s/: David Robson......................... Director
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David Robson.............................. Full Name
/s/: E A Landles.......................... Secretary
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Elizabeth Anne Landles.................... Full Name
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