8-K

UNITED STATES
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) July 18, 2008

CANARGO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32145	91-0881481
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

CanArgo Energy Corporation P.O. Box 291, St. Peter Port Guernsey, British Isles	GY1 3RR
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code +(44) 1481 729 980

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	TABLE OF CONTENTS
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 7.01	Regulation FD Disclosure
Item 9.01.	Financial Statements and Exhibits
Signature
3.1	Certificate of Amendment of the Certificate of Incorporation of CanArgo Energy Corporation
99.1	Press Release dated July 21, 2008 issued by CanArgo Energy Corporation
EXHIBIT 3.2
Exhibit 99.1

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 and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     Effective July 21, 2008, the Company amended Article Fourth of the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $.10 per share, from 500,000,000 shares to 1,000,000,000. The amendment was duly approved at the Company’s annual meeting of stockholders held on July 18, 2008 by the votes of the holders of at least a majority of all the outstanding shares entitled to vote thereon. The capital of said Corporation shall not be reduced under or by reason of the said amendment.

     The full text of the amendment is filed as Exhibit 3.1 to this Current Report, and amended Article Fourth is incorporated herein by reference.

Section 7—Regulation FD

Item 7.01. Regulation FD Disclosure.

July 21, 2008 — Guernsey, Channel Islands — CanArgo Energy Corporation (OSE: CNR; AMEX:CNR) announced today the results of its annual meeting of stockholders held in New York, New York on July 18, 2008. At the meeting stockholders duly re-elected the incumbent Board of Directors comprised of Messrs. Vincent McDonnell, Jeffrey Wilkins, Russ Hammond, Michael Ayre and Anthony Perry; approved an increase in the authorized shares of common stock from 500,000,000 to 1,000,000,000 and disapproved an increase in the number of shares of common stock that can be awarded under the Company’s 2004 Long Term Stock Incentive Plan.

The information in this Item 7.01 (including its exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liability of that section. The information in this report (including its exhibit) shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

A copy of the Press Release is attached hereto as Exhibit 99.1.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

3.1	Certificate of Amendment of the Certificate of Incorporation of CanArgo Energy Corporation
99.1	Press Release dated July 21, 2008 issued by CanArgo Energy Corporation

SIGNATURE

     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 hereunto duly authorized.

	CANARGO ENERGY CORPORATION
Date: July 21, 2008	By:	/s/ Jeffrey Wilkins
		Jeffrey Wilkins,
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of the Certificate of Incorporation of CanArgo Energy Corporation
99.1	Press Release dated July 21, 2008 issued by CanArgo Energy Corporation

EX-3.1

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CANARGO ENERGY CORPORATION

     CanArgo Energy Corporation, a Delaware corporation, in order to amend its Certificate of Incorporation (“Certificate of Incorporation”) hereby certifies pursuant to Section 242 of the General Corporation Law of the State of Delaware as follows:

     FIRST: On April 23, 2008, the Board of Directors of said Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation and calling a meeting of stockholders for the consideration thereof, among other matters.

RESOLVED:  That Article Fourth of the Certificate of Incorporation be and it hereby is amended to read in its entirety as follows:

“(a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is one billion five million (1,005,000,000), consisting of:

(1)	Five million (5,000,000) shares of Preferred stock, par value ten cents ($0.10) per share (the “Preferred Stock”); and
(2)	One billion (1,000,000,000) shares of Common Stock, par value ten cents ($0.10) per share (the “Common Stock”).

(b) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series and any qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series to the extent

permitted by the Delaware General Corporation Law, as amended, from time to time.”

     SECOND: The proposed amendment was presented at an annual meeting of stockholders of the Corporation which was duly convened on July 18, 2008 in New York, New York, pursuant to written notice duly given as required by Section 222 of the General Corporation Law of the State of Delaware.

     THIRD: As of June 9, 2008, the official record date of the annual meeting of stockholders, there were outstanding; 242,107,390 shares of Common Stock, entitled to one vote per share for an aggregate 242,107,390 votes entitled to be cast at the meeting. A majority of the votes entitled to be cast at the meeting constitutes a quorum for the transaction of business. An aggregate of 211,785,950 shares of Common Stock were represented at the annual meeting of stockholders either in person or by proxy and accordingly a quorum was present. The aforementioned, proposed amendment to the Certificate of Incorporation was voted upon, approved and adopted by shareholders casting votes at said meeting as follows:

FOR:	205,476,723
AGAINST:	5,636,172
ABSTAIN:	673,055

     FOURTH: Said amendment was, accordingly, duly adopted by the votes of the holders of at least a majority of all the outstanding shares entitled to vote thereon at the meeting in accordance with Section 242 of the General Corporation Law of the State of Delaware.

     FIFTH: The capital of said Corporation shall not be reduced under or by reason of the said amendment.

     SIXTH: The foregoing amendment shall become effective on the date of the filing of this Certificate with the office of the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the said Corporation has caused this Certificate of Amendment to be signed and attested by its officers thereunto duly authorized under penalties of perjury this 21st day of July, 2008.

2

Vincent McDonnell 

Chairman, Chief Executive Officer and President 

ATTEST:
 

Jeffrey Wilkins, Corporate Secretary 

3

EX-99.1

CANARGO ENERGY CORPORATION

FOR IMMEDIATE RELEASE IN EUROPE & NORTH AMERICA

CORPORATE UPDATE

July 21, 2008— Guernsey, Channel Islands — CanArgo Energy Corporation (OSE: CNR, AMEX:CNR) announced that at its annual meeting of stockholders held on July 18, 2008 stockholders re-elected the incumbent Board of Directors comprised of Messrs. Vincent McDonnell, Jeffrey Wilkins, Russ Hammond, Michael Ayre and Anthony Perry; approved an increase in the authorized shares of common stock from 500,000,000 to 1,000,000,000 and disapproved an increase in the number of shares of common stock that can be awarded under the Company’s 2004 Long Term Stock Incentive Plan.

Vincent McDonnell, Chairman, President and Chief Executive Officer of the Company stated that “With the approval of the increase in authorized shares of common stock the Company can now proceed with the implementation of its previously announced rights offering later this year after complying with all regulatory requirements. The successful completion of the offering, which will be underwritten by certain private investors, should provide the Company with the additional capital required to meet our expected capital needs in the near term enabling us to proceed with the implementation of our planned production enhancement program at the Ninotsminda Field and to continue with our well testing operations at the Manavi 12 well.”

CanArgo is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia.

The matters discussed in this press release 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 harbour 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.

For more information please contact:

US and NORWAY
Eric Cameron, Christopher Rodsten, Fredrik Tangeraas
Gambit Hill & Knowlton AS
Tel: +47 96 62 55 94
Email: canargo@hillandknowlton.com