|
GEOGLOBAL
RESOURCES INC.
(Exact
name of registrant as specified in its charter)
|
||
|
Delaware
|
33-0464753
|
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
#310,
605 – 1st
Street SW
Calgary,
Alberta T2P 3S9
(403)
777-9250
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
|
||
|
Allan
J. Kent
Executive
Vice President
#310,
605 – 1st
Street SW
Calgary,
Alberta T2P 3S9
(403)
777-9250
(Name,
address, including zip code and telephone number, including area
code, of
agent for service)
|
||
|
Copies
to:
William
S. Clarke, Esq.
William
S. Clarke, P.A.
65
South Main Street,
Suite
A-202
Pennington,
New Jersey 08534
Telephone: (609)
737-9090
Fax: (609)
737-3223
|
||
|
Approximate
date of commencement of proposed sale to the public:
From
time to time after this Registration Statement becomes
effective
|
||
|
If
the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check
the
following box.
|
£
|
|
|
If
any of the securities being registered on this form are to be offered
on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act
of 1933, other than securities offered only in connection with
dividend or
interest reinvestment plans, check the following box.
|
T
|
|
|
If
this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the
following box and list the Securities Act registration statement
number of
the earlier effective registration statement for the same
offering.
|
£
|
|
|
If
this form is a post-effective amendment filed pursuant to Rule
462(c)
under the Securities Act, check the following box and list the
Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
|
£
|
|
If
this Form is a registration statement pursuant to General Instruction
I.D.
or a post-effective amendment thereto that shall become effective
upon
filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box.
If
this Form is a post-effective amendment to a registration statement
filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b)
under the Securities Act, check the following box.
If
delivery of the prospectus is expected to be made pursuant to Rule
434,
please check the following box.
|
£
£
£
|
|
Title
of Class
of
Securities to
be
Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Common
Stock, par value $0.001 per share
|
5,680,000
|
$4.60
(2)
|
$26,128,000
(2)
|
$805
|
|
Common
Stock par value $0.001 per share
|
2,840,000
(3)
|
$7.50
|
$21,300,000
|
$656
|
|
Common
Stock, par value $0.001 per share
|
340,080
(4)
|
$5.00
|
$1,700,400
|
$53
|
|
Total
|
8,860,080
(5)
|
$49,128,400
|
$1,514
|
|
(1)
|
The
registrant is hereby registering 8,860,080 shares of common
stock. Of such shares, 5,680,000 are issued and outstanding,
2,840,000 shares are issuable upon exercise of common stock purchase
warrants issued on June 21, 2007 and 340,080 shares are issuable
upon
exercise of compensation options issued on June 21,
2007.
|
|
(2)
|
Estimated
in accordance with Rule 457(c) of the Securities Act of 1933, as
amended,
solely for the purpose of computing the amount of the registration
fee,
based on $4.60, the average of the high and low prices of the registrant’s
common stock quoted on the American Stock Exchange on August 13,
2007.
|
|
(3)
|
Represents
shares issuable on exercise of common stock purchase warrants at
an
exercise price of $7.50 per share.
|
|
(4)
|
Represents
shares issuable on exercise of compensation options at an exercise
price
of $5.00 per share.
|
|
(5)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also registers such additional shares of
the
registrant’s common stock as may become issuable to prevent dilution as a
result of stock splits, stock dividends or similar
transactions.
|
|
Subject
to Completion, dated August 17, 2007
PROSPECTUS
GEOGLOBAL
RESOURCES INC.
COMMON
STOCK
This
prospectus relates to the resale from time to time by the holders
of an
aggregate of 8,860,080 shares of our common stock, including 5,680,000
shares that are issued and outstanding, 340,080 shares issuable
on
exercise of our outstanding compensation options and 2,840,000
shares that
are issuable on exercise of common stock purchase
warrants. These securities were issued by us on June 21, 2007
in a transaction not subject to the registration requirements of
the
Securities Act of 1933, as amended, (the “Securities Act”). We
will not receive any of the proceeds from the sale of the shares
sold
pursuant to this prospectus. We will bear the entire expense
incident to the registration of the shares.
Our
common stock is traded on the American Stock Exchange under the
symbol
GGR. On August 13, 2007, the closing sale price of our common
stock on the American Stock Exchange was $4.40.
See
“Risk Factors” on page 8 for information you should consider before buying
shares of our common stock.
We
expect that these shares of common stock may be sold or distributed
from
time to time by or for the account of the holders through underwriters
or
dealers, through brokers or other agents, or directly to one or
more
purchasers, including pledgees, at market prices prevailing at
the time of
sale or at prices otherwise negotiated. The holders may also
sell shares under Rule 144 under the Securities Act, if available,
rather
than under this prospectus. The registration of these shares
for resale does not necessarily mean that the selling securityholders
will
sell any of their shares. See “Plan of Distribution” beginning
on page 22.
Neither
The Securities And Exchange Commission Nor Any State Securities
Commission
Has Approved or Disapproved These Securities Or Determined That
This
Prospectus Is Truthful Or Complete. Any Representation To The
Contrary Is A Criminal Offense.
Prospectus
dated [___________], 2007
|
|
Prospectus
Summary
|
4
|
|
|
Risk
Factors
|
6
|
|
|
Risks
Relating to Our Oil and Gas Activities Because
We Are
In the Early Stage of Developing Our Activities, There Are Considerable
Risks ThatWe Will Be Unsuccessful
|
6
|
|
|
Our
Interest In the Production Sharing Contracts Involve Highly Speculative
Exploration OpportunitiesThat Involve Material Risks That We
Will Be
Unsuccessful
|
7
|
|
|
GSPC
Is Seeking A Payment From Us In The Amount Of Approximately $44.68
Million
On Acccount of GSPC’s Exploration Costs On The KG Offshore
Block.
|
7
|
|
|
Possible
Inability of Contracting Parties to Fulfill Phase One of the
Minimum Work
Programs forCertain Of Our PSCs
|
8
|
|
|
Because
Our Activities Have Only Recently Commenced And We Have No Operating
History And Reserves of Oil and Gas, We Anticipate Future Losses;
There Is
No Assurance of Our Profitability
|
8
|
|
|
We
Expect to Have Substantial Requirements For Additional Capital
That May Be
Unavailable To Us Which Could Limit Our Ability To Participate
In Our
Existing And Additional Ventures Or Pursue Other
Opportunities. Our Available Capital is
Limited
|
9
|
|
|
India’s
Regulatory Regime May Increase Our Risks And Expenses Of Doing
Business
|
10
|
|
|
Our
Control by Directors and Executive Officers May Result In Those
Persons
Having Interests Divergent From Our Other Stockholders
|
10
|
|
|
Our
Reliance On A Limited Number Of Key Management Personnel Imposes
Risks On
Us That We Will
Have
Insufficient Management Personnel Available If The Services Of
Any Of Them
Are Unavailable
|
10
|
|
|
Our
Success Is Largely Dependent On The Success Of The Operators
Of The
Ventures In Which We Participate And Their Failure Or Inability
To
Properly Or Successfully Operate The Oil And Gas Exploration,
Development
And Production Activities On An Exploration Block, Could Materially
Adversely Affect Us
|
11
|
|
|
Certain
Terms Of The Production Sharing Contracts May Create Additional
Expenses
And Risks That Could Adversely Affect Our Revenues And
Profitability
|
12
|
|
|
The
Requirements of Section 404 Of The Sarbanes-Oxley Act Of 2002
Require That
We Undertake An Evaluation Of Our Internal Controls That May
Identify
Internal Control Weaknesses
|
12
|
|
|
Oil
And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could
Adversely
Affect Our Financial Results
|
13
|
|
|
Our
Ability To Locate And Participate In Additional Exploration Opportunities
And To Manage Growth
May
Be Limited By Reason Of Our Limited History Of Operations And
The Limited
Size Of Our Staff
|
13
|
|
|
Our
Future Performance Depends Upon Our Ability And The Ability Of
The
Ventures In Which We
Participate
To Find Or Acquire Oil And Gas Reserves That Are Economically
Recoverable
|
14
|
|
Estimating
Reserves And Future Net Revenues Involves Uncertainties And Oil
And Gas
Price Declines
May
Lead To Impairment Of Oil And Gas Assets
|
14
|
|
|
Risks
Relating To The Market For Our Common Stock
Volatility
Of Our Stock Price
|
15
|
|
|
Recent
Developments
|
15
|
|
|
Cautionary
Statement for Purposes Of The “Safe Harbor” Provisions Of The Private
Securities Litigation Reform Act of 1995
|
16
|
|
|
Use
Of Proceeds
|
17
|
|
|
Selling
Securityholders
|
18
|
|
|
Plan
of Distribution
|
19
|
|
|
Legal
Matters
|
21
|
|
|
Experts
|
21
|
|
|
Where
You Can Find More Information
|
22
|
|
·
|
The
first of our agreements, entered into in February 2003 under NELP-III,
grants exploration rights in an area offshore eastern India in
the Krishna
Godavari Basin in the State of Andhra Pradesh. We refer to this
KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a
net 5% carried interest (“CI”) under this
agreement.
|
|
·
|
We
entered into two agreements which grant exploration rights in areas
onshore in the Cambay Basin in the State of Gujarat in western
India. These agreements were entered into in February 2004
under NELP-IV and we have a 10% participating interest (“PI”) under each
of these agreements. We refer to the CB-ONN-2002/2 exploration
block as the “Mehsana Block” and the CB-ONN-2002/3 exploration block as
the “Sanand/Miroli Block.”
|
|
·
|
Pursuant
to an agreement entered into in April 2005, we purchased from Gujarat
State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement
granting exploration rights granted under NELP-III to an onshore
exploration block in the Cambay Basin in the State of Gujarat in
western
India. We refer to this CB-ON/2 exploration block as the
“Tarapur Block”.
|
|
·
|
In
September 2005, we entered into agreements with respect to two
areas under
NELP-V. One area is located onshore in the Cambay Basin located
in the State of Gujarat south-east of our three existing Cambay
blocks, in
which we hold a 10% PI. We refer to this CB-ONN-2003/2
exploration block as the “Ankleshwar Block”. The second area is
located onshore in the Deccan Syneclise Basin located in the northern
portion of the State of Maharashtra in west-central India for which
we
hold a 100% PI interest and are the operator. We refer to this
DS-ONN-2003/1 exploration block as the “DS 03
Block”.
|
|
·
|
In
March 2007, we signed agreements with respect to four additional
locations
awarded under NELP-VI. One location is onshore in the Krishna
Godavari Basin in the State of Andhra Pradesh adjacent to our KG
Offshore
Block in eastern India in which we hold a 10% PI. We currently
refer to this KG-ONN-2004/1 exploration block as the “KG Onshore
Block”. The second and third locations include two agreements
onshore in north-west India in the Rajasthan Basin in the State
of
Rajasthan and we hold a 25% PI in each of these agreements. We
currently refer to the RJ-ONN-2004/2 exploration block as the “RJ Block
20” and the RJ-ONN-2004/3 exploration block as the “RJ Block
21”. The fourth location is onshore in the Deccan Syneclise
Basin in the State of Maharashtra adjacent to our DS 03 Block in
west-central India in which we hold a 100% PI and are the
operator. We currently refer to this DS-ONN-2004/1 exploration
block as the "DS 04 Block"
|
|
(1)
|
Based
on the number of shares of common stock issued and outstanding
on June 30,
2007, inclusive of 340,080 shares issuable on exercise of compensation
options issued in June 2007 and 2,840,000 shares issuable on exercise
of
common stock purchase warrants issued in June
2007.
|
|
Use
of Proceeds
|
We
will not realize any of the proceeds from the sale of the shares
offered
by the Selling Securityholders. See “Use of
Proceeds.” Of the shares included in this prospectus, 2,840,000
are issuable on exercise of our outstanding common stock purchase
warrants
and 340,080 shares are issuable on exercise of compensation options
issued
in June 2007. In the event all our outstanding common stock
purchase warrants and compensation options are exercised, we will
receive
aggregate proceeds of $23,000,400 which will be added to our general
corporate funds and used for working capital. There can be no
assurance those warrants or options will be exercised or the proceeds
received.
|
|
Market
Symbol (American Stock Exchange)
|
GGR
|
|
Risk
Factors
|
Before
investing in our common stock, you should carefully read and consider
the
information set forth in “Risk Factors” beginning on page 8 of this
prospectus.
|
|
Our
Offices
|
|
|
·
|
We
will experience failures to discover oil and gas in commercial
quantities;
|
|
·
|
There
are uncertainties as to the costs to be incurred in our exploratory
drilling activities, cost overruns are possible and we may encounter
mechanical difficulties and failures in completing
wells;
|
|
·
|
There
are uncertain costs inherent in drilling into unknown formations,
such as
over-pressured zones, high temperatures and tools lost in the hole;
and
|
|
·
|
We
may make changes in our drilling plans and locations as a result
of prior
exploratory drilling.
|
|
·
|
The
venture participants are required to complete certain minimum work
programs during the two or three phases of the terms of the
PSCs. In the event the venture participants fail to fulfill any
of these minimum work programs, the parties to the venture must
pay to the
GOI their proportionate share of the amount that would be required
to
complete the minimum work program. Accordingly, we could be
called upon to pay our proportionate share of the estimated costs
of any
incomplete work programs.
|
|
·
|
Until
such time as the GOI attains self sufficiency in the production
of crude
oil and condensate and is able to meet its national demand, the
parties to
the venture are required to sell in the Indian domestic market
their
entitlement under the PSCs to crude oil and condensate produced
from the
exploration blocks. In addition, the Indian domestic market has
the first call on natural gas produced from the exploration blocks
and the
discovery and production of natural gas must be made in the context
of the
government’s policy of utilization of natural gas and take into account
the objectives of the government to develop its resources in the
most
efficient manner and promote conservation
measures. Accordingly, this provision could interfere with our
ability to realize the maximum price for our share of production
of
hydrocarbons;
|
|
·
|
The
parties to each agreement that are not Indian companies, which
includes
us, are required to negotiate technical assistance agreements with
the GOI
or its nominee whereby such foreign company can render technical
assistance and make available commercially available technical
information
of a proprietary nature for use in India by the government or its
nominee,
subject, among other things, to confidentiality
restrictions. Although not intended, this could increase each
venture’s and our cost of operations;
and
|
|
·
|
The
parties to each venture are required to give preference, including
the use
of tender procedures, to the purchase and use of goods manufactured,
produced or supplied in India provided that such goods are available
on
equal or better terms than imported goods, and to employ Indian
subcontractors having the required skills insofar as their services
are
available on comparable standards and at competitive prices and
terms. Although not intended, this could increase the ventures
and our cost of operations.
|
|
·
|
political
conditions and civil unrest in oil producing regions, including
the Middle
East and elsewhere;
|
|
·
|
the
domestic and foreign supply of oil and
gas;
|
|
·
|
quotas
imposed by the Organization of Petroleum Exporting Countries upon
its
members;
|
|
·
|
the
level of consumer demand;
|
|
·
|
weather
conditions;
|
|
·
|
domestic
and foreign government regulations;
|
|
·
|
the
price and availability of alternative
fuels;
|
|
·
|
overall
economic conditions; and
|
|
·
|
international
political conditions.
|
|
·
|
the
capacity and availability of oil and gas gathering systems and
pipelines;
|
|
·
|
the
ability to produce oil and gas in commercial quantities and to
enhance and
maintain production from existing wells and wells proposed to be
drilled;
|
|
·
|
the
proximity of future hydrocarbon discoveries to oil and gas transmission
facilities and processing equipment (as well as the capacity of
such
facilities);
|
|
·
|
the
effect of governmental regulation of production and transportation
(including regulations relating to prices, taxes, royalties, land
tenure,
allowable production, importing and exporting of oil and condensate
and
matters associated with the protection of the
environment);
|
|
·
|
the
imposition of trade sanctions or embargoes by other
countries;
|
|
·
|
the
availability and frequency of delivery
vessels;
|
|
·
|
changes
in supply due to drilling by
others;
|
|
·
|
the
availability of drilling rigs and qualified personnel;
and
|
|
·
|
changes
in demand.
|
|
·
|
the
statements in this Prospectus regarding our plans and objectives
relating
to our future operations,
|
|
·
|
plans
and objectives regarding the exploration, development and production
activities conducted on the exploration blocks in India in which
we have
interests,
|
|
·
|
plans
regarding drilling activities intended to be conducted through
the
ventures in which we are a participant, the success of those drilling
activities and our ability and the ability of the ventures to complete
any
wells on the exploration blocks, to develop reserves of hydrocarbons
in
commercially marketable quantities, to establish facilities for
the
collection, distribution and marketing of hydrocarbons, to produce
oil and
natural gas in commercial quantities and to realize revenues from
the
sales of those hydrocarbons,
|
|
·
|
our
ability to maintain compliance with the terms and conditions of
our PSCs,
including the related work commitments, to obtain consents, waivers
and
extensions from the DGH or GOI as and when required, and our ability
to
fund those work commitments,
|
|
·
|
our
plans and objectives to join with others or to directly seek to
enter into
or acquire interests in additional PSCs with the GOI and
others,
|
|
·
|
our
assumptions, plans and expectations regarding our future capital
requirements,
|
|
·
|
our
plans and intentions regarding our plans to raise additional
capital,
|
|
·
|
the
costs and expenses to be incurred in conducting exploration, well
drilling, development and production activities and the adequacy
of our
capital to meet our requirements for our present and anticipated
levels of
activities are all forward-looking
statements.
|
|
·
|
We
cannot assure you that our assumptions or our business plans and
objectives discussed herein will prove to be accurate or be able
to be
attained.
|
|
·
|
We
cannot assure you that any commercially recoverable quantities
of
hydrocarbon reserves will be discovered on the exploration blocks
in which
we have an interest.
|
|
·
|
Our
ability to realize revenues cannot be assured. Our ability to
successfully drill, test and complete producing wells cannot be
assured.
|
|
·
|
We
cannot assure you that we will have available to us the capital
required
to meet our plans and objectives at the times and in the amounts
required
or we will have available to us the amounts we are required to
fund under
the terms of the PSCs we are a party
to.
|
|
·
|
We
cannot assure you that we will be successful in joining any further
ventures seeking to be granted PSCs by the GOI or that we will
be
successful in acquiring interests in existing
ventures.
|
|
·
|
We
cannot assure you that we will obtain all required consents, waivers
and
extensions from the DGH or GOI as and when required to maintain
compliance
with our PSCs and that we may not be adversely affected by any
delays we
may experience in receiving those consents, waivers and extensions
or that
we may not incur liabilities under the PSCs for our failure to
maintain
compliance with and timely complete the related work programs or
that GSPC
may not be successful in its efforts to obtain payment from us
on account
of exploration costs it has expended on the KG Offshore Block for
which it
asserts we are liable.
|
|
·
|
We
cannot assure you that the outcome of testing of one or more wells
on the
exploration blocks under our PSCs will be satisfactory and result
in a
commercially-productive wells or that any further wells drilled
will have
commercially-successful results.
|
|
Name
of Selling Securityholder
|
Shares
Beneficially
Owned
Prior
to this Offering (3)
|
Shares
Beneficially Owned Offered for Selling
Securityholder
Account (1)(2)
|
Shares
Beneficially Owned After Offering
|
Percentage of
Shares Beneficially Owned After Offering
|
|
Penang
Property Holdings Ltd. (4)
|
150,000
|
150,000
|
-0-
|
*
|
|
Richard
Elder
|
45,000
|
45,000
|
-0-
|
*
|
|
Pinetree
Resource Partnership (5)
|
337,500
|
225,000
|
112,500
|
*
|
|
Sheldon
Inwentash
|
228,100
|
225,000
|
3,100
|
*
|
|
Norman
Shelson
|
37,000
|
7,500
|
29,500
|
*
|
|
Compagnia
Financiere Des Isles S.A (4)
|
150,000
|
150,000
|
-0-
|
*
|
|
Centrum
Bank AG (6)
|
150,000
|
150,000
|
-0-
|
*
|
|
Dynamic
Power Hedge Fund (7)
|
3,868,385
|
1,884,639
|
2,023,756
|
___
|
|
Dynamic
Power Emerging Markets Fund (7)
|
911,229
|
555,452
|
355,777
|
*
|
|
2035718
Ontario Inc. (8)
|
117,500
|
90,000
|
27,500
|
*
|
|
John
A. Pollock
|
74,000
|
45,000
|
29,000
|
*
|
|
Orion
Capital Incorporated (9)
|
440,600
|
75,000
|
365,600
|
*
|
|
Sherrie
Ann Pollock
|
4,000
|
3,000
|
1,000
|
*
|
|
John
Bruce Kehl
|
23,000
|
6,000
|
17,000
|
*
|
|
John
Campbell
|
105,000
|
105,000
|
-0-
|
*
|
|
Gregory
R. Harris
|
199,500
|
37,500
|
162,000
|
*
|
|
Bowie
Holdco Ltd. (10)
|
27,000
|
27,000
|
-0-
|
*
|
|
Sharon
Regan
|
7,500
|
7,500
|
-0-
|
*
|
|
Matthew
Regan
|
7,500
|
7,500
|
-0-
|
*
|
|
Gustav
Itzek
|
260,000
|
75,000
|
185,000
|
*
|
|
(1)
|
The
securities were purchased from us in a transaction that was completed
on
June 21, 2007. The securities were sold in units, each unit
consisting of one share and one-half of a purchase warrant to purchase
one
share. The number of shares includes the shares issuable on
exercise of the warrants.
|
|
(2)
|
May
include securities sold subsequent to March 31, 2004 through September
15,
2005 included in our prospectus dated June 14, 2004. Selling
Securityholders included in our prospectus dated June 14, 2004
who have
sold all of their registered securities have been omitted from
the
table.
|
|
(3)
|
The
number of shares includes the shares issuable on exercise of the
warrants.
|
|
·
|
block
trades (which may include cross trades) in which the broker or
dealer so
engaged will attempt to sell the shares as agent but may position
and
resell a portion of the block as principal to facilitate the
transaction;
|
|
·
|
purchases
by a broker or dealer as principal and resale by the broker or
dealer for
its own account;
|
|
·
|
an
exchange distribution or secondary distribution in accordance with
the
rules of any stock exchange or market on which the shares are
listed;
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchases;
|
|
·
|
an
offering at other than a fixed price on or through the facilities
of any
stock exchange or market on which the shares are listed or to or
through a
market maker other than on that stock exchange or
market;
|
|
·
|
privately
negotiated transactions, directly or through
agents;
|
|
·
|
short
sales of shares and sales to cover short
sales;
|
|
·
|
through
the writing of options on the shares, whether the options are listed
on an
options exchange or otherwise;
|
|
·
|
through
the distribution of the shares by any selling shareholder to its
partners,
members of shareholders;
|
|
·
|
one
or more underwritten offerings;
|
|
·
|
agreements
between a broker or dealer and one or more of the selling shareholders
to
sell a specified number of the securities at a stipulated price
per share;
and
|
|
·
|
any
combination of any of these methods of sale or distribution, or
any other
method permitted by applicable law.
|
|
·
|
our
Annual Report on Form 10-KSB for the fiscal year ended December
31, 2006
filed with the SEC on April 17,
2007;
|
|
·
|
our
amended Annual Report on Form 10-KSB/A for the fiscal year ended
December
31, 2006 filed with the SEC on May 11,
2007;
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
filed
with the SEC on May 15, 2007;
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed
with the SEC on August 14, 2007;
|
|
·
|
our
definitive Schedule 14A proxy statement for the 2007 Annual Meeting
of
Stockholders filed with the SEC on May 16,
2007;
|
|
·
|
our
Current Reports on Form 8-K filed with the SEC on: March 8,
2007, April 4, 2007, June 22, 2007 and June 27,
2007; and
|
|
(a)
|
The
undersigned registrant hereby
undertakes:
|
|
|
(ii)
To reflect in the prospectus any facts or events arising after
the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,
represent a fundamental change in the information set forth in
the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
|
|
|
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any
material change to such information in the registration
statement.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of
determining
any liability under the Securities Act of 1933, each filing of
the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
registration statement shall be deemed to be a new registration
statement
relating to the securities offered therein, and the offering of
such
securities at that time shall be deemed to be the initial bona
fide
offering thereof.
|
|
|
(c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or
otherwise, the registrant has been advised that in the opinion
of the
Securities and Exchange Commission, such indemnification is against
public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of
expenses incurred or paid by a director, officer or controlling
person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the registrant
will,
unless in the opinion of its counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Act and will be governed by the final adjudication
of
such issue.
|
|
Jean
Paul Roy
/s/
Allan J. Kent
(pursuant
to power of attorney)
|
Director
and President, and
Chief
Executive Officer
(Principal
Executive Officer)
|
August
17, 2007
|
|
/s/
Allan J. Kent
(pursuant
to power of attorney
|
Director
and Executive Vice President
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
August
17, 2007
|
|
Brent
J. Peters
/s/
Allan J. Kent
(pursuant
to power of attorney)
|
Director
|
August
17, 2007
|
|
Peter
R. Smith
/s/
Allan J. Kent
(pursuant
to power of attorney)
|
Director
|
August
17, 2007
|
|
Michael
J.
Hudson
/s/
Allan J. Kent
(pursuant
to power of attorney)
|
Director
|
August
17, 2007
|
|
Avinash
Chandra
/s/
Allan J. Kent
(pursuant
to power of attorney)
|
Director
|
August
17, 2007
|
|
/s/
Jean Paul Roy
Jean
Paul Roy
|
Director
and President, and
Chief
Executive Officer
(Principal
Executive Officer)
|
August
17, 2007
|
|
/s/
Allan J. Kent
Allan
J. Kent
|
Director
and Executive Vice President
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
August
17, 2007
|
|
/s/
Brent J. Peters
Brent
J. Peters
|
Director
|
August
17, 2007
|
|
/s/
Peter R. Smith
Peter
R. Smith
|
Director
|
August
17, 2007
|
|
/s/
Michael J. Hudson
Michael
J. Hudson
|
Director
|
August
17, 2007
|
|
/s/
Avinash Chandra
Avinash
Chandra
|
Director
|
August
17, 2007
|