UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
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 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)
P.O. BOX 291, ST PETER PORT, GUERNSEY, BRITISH ISLES GY1 3RR
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(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
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(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.
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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 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.
EXPLANATORY NOTE
CanArgo Energy Corporation is hereby amending this Annual Report on Form 10-K
for the fiscal year ended December 31, 2003 to amend Item 9A Controls and
Procedures of Part II and Item 15 Exhibits, Financial Statement Schedules, and
Reports on Form 8-K -- (c) Exhibits of Part IV of the Report. Except for the
foregoing items, no other information included in the original Annual Report on
Form 10-K is amended by this amendment.
Item 9A Controls and Procedures of this Annual Report on Form 10-K is hereby
amended and restated in full as follows:
PART II
ITEM 9A. 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.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Subsection (c) of Item 15 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K is hereby amended to add Accountants' consents, which had been
inadvertently omitted, consenting to the incorporation by reference of their
reports to the extent set forth in such consents in the Company's previously
filed and effective Registration Statements on Forms S-8 (Reg. Nos. 333-69766,
333-02651, 333-86423 and 333-59367) and Registration Statement on Form S-3 (Reg.
No. 333-45532).
Item 15(c). Exhibits.
+23(a) Consent of L J Soldinger Associates LLC
+23(b) Consent of PricewaterhouseCoopers LLP.
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+ Filed herewith
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
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Date: July 1, 2004 Chief Financial Officer
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EXHIBIT INDEX
+23(a) Consent of L J Soldinger Associates LLC
+23(b) Consent of PricewaterhouseCoopers LLP.
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+ Filed herewith
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