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 (the "Act")
June
21, 2007
(Date
of earliest event reported)
GEOGLOBAL
RESOURCES INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-32158
(Commission
File
Number)
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33-0464753
(I.R.S.
Employer
Identification
No.)
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310,
605 – 1st
Street S.W.
Calgary,
Alberta, Canada T2P 3S9
(Address
of principal executive offices)
Telephone
Number (403) 777-9250
(Registrant's
telephone number, including area code)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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(Former
name or address, if changed since last report)
On
June
21, 2007, GeoGlobal Resources Inc. (the “Company”) completed the issue and sale
of 5,680,000 Units (the “Units”) of the Company’s securities pursuant to an
Agency Agreement dated June 20, 2007 entered into with Primary Capital Inc.
and
Jones Gable & Company Limited, (collectively the “Agents”) . The
Agents were engaged by the Company to use their best efforts to offer the Units
for sale. Each Unit was comprised of one (1) share of Common Stock
and one-half of one (1/2) common stock purchase warrant (“Purchase Warrant”)
with each full Purchase Warrant entitling the holder to purchase one (1) share
of Common Stock. The Units were offered for sale at a price of $5.00
per Unit and the Purchase Warrants included in the Units are exercisable through
June 20, 2009 at a price of $7.50 per share. If (i) the Company’s
shares of Common Stock trade on the American Stock Exchange at a price of $12.00
or more for twenty consecutive trading days, (ii) a registration statement
under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to
the resale of the shares of Common Stock included in the Units and the
underlying Purchase Warrants has been declared effective by the U.S. Securities
and Exchange Commission (“SEC”), and (iii) the hold period for the shares of
Common Stock included in the Units under applicable Canadian law has expired,
then the term of the Purchase Warrants will expire thirty (30) days following
the issuance of a press release by the Company announcing the accelerated
expiration date of the Purchase Warrants.
Pursuant
to the Subscription Agreements between the Company and the investors in the
5,680,000 Units, $28,400,000 of gross proceeds were received by the Company,
before deducting a commission of 6% paid to the Agents for their services and
other offering expenses. The Agents were also issued, as additional
compensation for their services, compensation options entitling them to purchase
an aggregate of 340,800 common shares at an exercise price of US$5.00 per share
through June 20, 2009.
Pursuant
to the terms of the transaction, the Company entered into a Registration Rights
Agreement with the Agents whereby the Company agreed to prepare and file at
its
expense with the SEC as promptly as practicable and in any event prior to 5:00
pm eastern time on August 18, 2007 a registration statement under the Securities
Act, for an offering on a continuous shelf basis of the shares of Common Stock
included in the Units and issuable on exercise of the Purchase Warrants included
in the Units. Such registration statement is also to include the shares of
Common Stock issuable to the Agents on exercise of the compensation
options. In the event the Company fails to file the registration
statement with the U.S. Securities and Exchange Commission prior to 5:00 pm
eastern time on August 18, 2007, each purchaser of the Units, including the
Agents on exercise of their compensation options, will receive for nominal
consideration, an additional 0.10 of one Unit, comprised of one (1) share of
Common Stock and one-half of one (1/2) Purchase Warrant on the same terms,
except that the Agents will receive the right to purchase an additional 0.10
of
one share only.
Item
3.02. Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 above is incorporated by reference into
this
Item 3.02.
The
securities described under Item 1.01 were sold to persons not residents of
the
United States and the Company relied on Regulation S under the Securities Act,
in effecting the sale of the securities without compliance with the registration
requirements of the Securities Act.
Item
9.01. Financial Statements and
Exhibits.
(a) Financial
statements of business acquired.
Not
applicable
(b) Pro
forma financial information
Not
applicable
(c) Exhibits:
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Agency
Agreement dated June 20, 2007 between the Company and Primary Capital
Inc.
and Jones, Gable & Company Limited (the
"Agents").
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Form
of Subscription Agreement entered into by subscribers relating to
the
offer and sale of Units by the
Agents.
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Form
of Warrant Certificate issued to subscribers relating to the offer
and
sale of Units.
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Registration
Rights Agreement dated June 19, 2007 between the Company and Primary
Capital Inc. and Jones, Gable & Company Limited (the
"Agents").
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Form
of Rights Certificate issued to subscribers relating to the offer
and sale
of Units.
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Compensation
Option dated June 20, 2007 between the Company and Primary Capital
Inc.
for the issuance of 170,400 compensation
options.
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Compensation
Option dated June 20, 2007 between the Company and Jones, Gable &
Company Limited for the issuance of 170,400 compensation
options.
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SIGNATURES
Pursuant
to the requirement 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.
Dated: June
27, 2007
GEOGLOBAL
RESOURCES INC.
(Registrant)
/s/
Allan J. Kent
Allan
J.
Kent
Executive
VP & CFO