UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ___________ TO _______________
COMMISSION FILE NUMBER 0001-32145
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CANARGO ENERGY CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 91-0881481
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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)
(44) 1481 729 980
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(REGISTRANT'S TELEPHONE NUMBER)
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check whether the registrant (1) has 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 whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). [ ]
The number of shares of registrant's common stock outstanding on May 1, 2004 was
113,613,505.
EXPLANATORY NOTE
CanArgo Energy Corporation is hereby amending this Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2004 to amend Item 4 of Part 1 and Item 2
of Part 2 of the report. The amendment to Item 2 of Part 2 adds a description of
the issuance of unregistered shares of common stock upon exercise of certain
previously granted existing employee stock options and warrants, which grants
and option/warrant plans were previously disclosed, as well as the exercises,
but which exercises and issuances were inadvertently omitted from the Quarterly
Report on Form 10-Q. Except for the foregoing items, no other information
included in the original Quarterly Report on Form 10-Q is amended by this
amendment. Item 2 is hereby amended and restated in full and Item 4 of this
Quarterly Report on Form 10-Q is hereby amended as follows:
PART 1. FINANCIAL INFORMATION:
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures, as defined in
Rule 13a-15 under the Securities Exchange Act of 1934, as amended, that are
designed to ensure that information required to be disclosed in the Company's
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that the Company's employees
accumulate this information and communicate it to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding the required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily must apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures under Rule 13a-15. Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
at the reasonable assurance level.
There has not been any change in the Company's internal control over
financial reporting during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
PART 2. OTHER INFORMATION:
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
On March 8, 2004, 2,828,167 shares of our common stock were issued to
the following individuals in connection with the exercise of options previously
granted under our 1995 Long-Term Incentive Plan. The shares were issued in
transactions intended to qualify for the exemption from registration afforded by
Section 4(2) of the Act and Regulation S promulgated thereunder. All of the
proceeds from such option exercises were added to our working capital for
general corporate purposes.
2
NAME OF
INDIVIDUAL AMOUNT OF CASH TOTAL
EXERCISING STOCK EXERCISE CASH
OPTION POSITION RECEIVED PRICE PROCEEDS
---------- -------- --------- --------- ----------
David Robson President, Chairman 1,000,000 $ 0.10 $100,000
and Chief Executive
Officer
Nils Trulsvik Director 250,000 $ 0.10 $ 25,000
Vincent McDonnell Chief Financial 300,000 $ 0.10 $ 30,000
Officer and Chief
Commercial Officer
Liz Landles Corporate Secretary 100,000 $ 0.10 $ 10,000
Russell Hammond Director 250,000 $ 0.10 $ 25,000
Julian Hammond Investor Relations 97,000 $ 0.10 $ 9,700
Manager and
Commercial Manager
Graham Wall Senior Geologist 27,000 $ 0.10 $ 2,700
Tamara Smales Business Development 96,667 $ 0.10 $ 9,667
Manager
Jeffrey Wilkins Financial Controller 58,000 $0.595 $ 34,510
Niko Tevzadze Operations Manager 300,000 $ 0.10 $ 30,000
Alex Tchichinadze Drilling Manager 125,000 $ 0.10 $ 12,500
Irakli Tavdumadze Chief Geologist 72,000 $ 0.10 $ 7,200
Zaza Gorgadze CanArgo 40,000 $ 0.10 $ 4,000
Representative
in Georgia
Irina Arabuli Chief Accountant 15,000 $ 0.10 $ 1,500
Misha Nibladze Finance Manager 20,000 $ 0.10 $ 2,000
Piso Bedoshvili Office Manager 7,500 $ 0.10 $ 750
Sopiko Beradze Translator 10,000 $ 0.10 $ 1,000
Victor Chudnovets CanArgo 60,000 $ 0.10 $ 6,000
Representative in
Ukraine
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TOTAL $311,527
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On March 8, 2004, 399,000 shares of our common stock were issued to the
following individuals in connection with the exercise of options previously
granted under the CanArgo Energy Inc. Stock Option Plan. The shares were issued
in transactions intended to qualify for the exemption from registration afforded
by Section 4(2) of the Act and Regulation S promulgated thereunder. All of the
proceeds from such option exercises were added to our working capital for
general corporate purposes.
NAME OF
INDIVIDUAL AMOUNT OF CASH TOTAL
EXERCISING STOCK EXERCISE CASH
OPTION POSITION RECEIVED PRICE PROCEEDS
---------- -------- --------- --------- ----------
Julian Hammond Investor Relations 103,000 $0.10 $10,300
Manager and
Commercial Manager
Graham Wall Senior Geologist 73,000 $0.10 $ 7,300
Irakli Tavdumadze Chief Geologist 128,000 $0.10 $12,800
George Mirtskhulava Commercial Manager 50,000 $0.10 $ 5,000
Shalva Bahktadze Administration 15,000 $0.10 $ 1,500
Manager
Vakho Sakvarelidze Chief Economist 30,000 $0.10 $ 3,000
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TOTAL $39,900
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On March 8, 2004, 291,667 shares of our common stock were issued to the
following individuals in connection with the exercise of options previously
granted under our Special Options/Warrants Plan. The shares were issued in
transactions intended to qualify for the exemption from registration afforded by
Section 4(2) of the Act and Regulation S promulgated thereunder. All of the
proceeds from such option exercises were added to our working capital for
general corporate purposes.
NAME OF
INDIVIDUAL AMOUNT OF CASH TOTAL
EXERCISING STOCK EXERCISE CASH
OPTION POSITION RECEIVED PRICE PROCEEDS
---------- -------- --------- --------- ----------
Russell Hammond Director 250,000 $0.10 $ 25,000
Tamara Smales Business 41,667 $0.10 $ 4,166.70
Development
Manager
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TOTAL $29,166.70
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On March 23, 2004, 296,250 shares were issued to the following
individual in connection with the exercise of options previously granted under
our 1995 Long-Term Incentive Plan. The shares were issued in a transaction
intended to qualify for the exemption from registration afforded by Section 4(2)
of the Act and Regulation S
4
promulgated thereunder. All of the proceeds from such option exercises were
added to our working capital for general corporate purposes.
NAME OF
INDIVIDUAL AMOUNT OF CASH TOTAL
EXERCISING STOCK EXERCISE CASH
OPTION POSITION RECEIVED PRICE PROCEEDS
---------- -------- --------- --------- -----------
Peder Paus Former Director 296,250 $0.4014 $118,914.75
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CANARGO ENERGY CORPORATION
Date: July 1, 2004 By: /s/ Vincent McDonnell
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Vincent McDonnell
Chief Financial Officer
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