UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 6, 2005
CANARGO ENERGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-32145 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)
The matters discussed in this Current Report on Form 8-K include forward looking
statements, which are subject to various risks, uncertainties and other factors
that could cause actual results to differ materially from the results
anticipated in such forward looking statements. Such risks, uncertainties and
other factors include the uncertainties inherent in oil and gas development and
production activities, the effect of actions by third parties including
government officials, fluctuations in world oil prices and other risks detailed
in the Company's Reports on Forms 10-K and 10-Q filed with the Securities and
Exchange Commission. The forward-looking statements are intended to help
shareholders and others assess the Company's business prospects and should be
considered together with all information available. They are made in reliance
upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company cannot give assurance that the results will be attained.
Section 5- Corporate Governance
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective May 6, 2005, CanArgo Energy Corporation ("Company") (OSE:CNR,
AMEX:CNR) appointed Mr. Richard J. Battey as its new Chief Financial Officer,
replacing Mr. Vincent McDonnell who was appointed Chief Operating Officer.
Mr. Battey served as Finance and Administrative Director of Schroders
(C.I.) Ltd. from April, 1994 until December 2004 and his employment with
Schroders ceased in March 2005. He still currently serves as a director of
Schroders Administrative Services (C.I.) Ltd. Mr. Battey is 53 years old, a
Chartered Accountant with an economics degree from Trent Polytechnic,
Nottingham, England.
Mr. Battey provides all of his services to the Company through Vazon Energy
Limited of which he is an employee, pursuant to an evergreen Management Services
Agreement which is terminable upon three months prior notice unless sooner
terminated for cause. Pursuant to the Agreement, Mr. Battey is entitled to
receive a base salary of (pound)120,000 per year and the Company will make a
monthly contribution of 9% of base salary to Mr. Battey's pension requirements.
The Agreement does not contain any contractual bonus provisions although Mr.
Battey will be eligible for bonuses at the discretion of the Compensation
Committee (or failing that the Company's Board of Directors). Mr. Battey will
further be provided with life insurance with death cover of four times his base
salary (excluding any bonus), permanent health insurance and comprehensive BUPA
Travel Insurance. The Agreement contains customary confidentiality provisions.
The Agreement does not contain any "gross-up" provisions for "excess parachute"
payments, severance provisions or provisions requiring Mr. Battey's nomination
to the Board of the Company.
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
Date: May 10, 2005 By: /s/ Liz Landles
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Liz Landles, Corporate Secretary