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")
August
14, 2007
(Date
of earliest event reported)
GEOGLOBAL
RESOURCES INC.
(Exact
name of Registrant as specified in its Charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
1-32158
(Commission
File
Number)
|
33-0464753
(I.R.S.
Employer
Identification
No.)
|
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)
|
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:
|
|
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
(Former
name or address, if changed since last report)
Item
8.01. Other Events.
GeoGlobal
Resources Inc. has been advised by Gujarat State Petroleum Corporation Limited.
(“GSPC”), the operator of the KG-OSN-2001/3 (the “KG Offshore Block”) in which
the Company has a net 5% participating interest, that GSPC is seeking payment
of
the amount by which the sums expended by GSPC on behalf of the Company
(including the net 5% participating interest of Roy Group Mauritius) under
Phase
I of the work program set forth in the Production Sharing Contract for the
KG
Offshore Block dated February 4, 2003 (“PSC”) in carrying out exploration
activities on the block, exceeds the amount that GSPC deems to be payable by
GSPC pursuant to the Carried Interest Agreement between GSPC and the Company
dated August 27, 2002 (“CIA”). GSPC asserts that the Company is
required to pay 10% of the exploration expenses over and above US$59.23
million. GSPC asserts that this amount payable is US$44.68 million
including interest of US$ 4.43 million as of June 30, 2007.
The
Company has advised GSPC that, under the terms of the CIA, the PSC, and the
Joint Operating Agreement dated August 7, 2003 (the “JOA”), GSPC has no right to
seek the payment and that it believes the payment GSPC is seeking is in breach
of the Carried Interest Agreement. The Company further reminded GSPC,
that the Company under the terms of the CIA, shall be carried by GSPC for 100%
of all of its share of any costs during the exploration phase prior to the
start
of commercial production. In support of the Company’s legal position,
the Company has obtained the opinion of prominent Indian legal
counsel.
The
Company intends to vigorously protect its contractual rights in accordance
with
the dispute resolution process under the CIA, the PSC and the JOA as may be
appropriate. The Company is currently having discussions with GSPC in
an effort to reach an amicable resolution.
The
information disclosed in this Item 8.01 and the related exhibit are being
furnished solely to comply with Regulation FD and are not considered to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and are not subject to the liabilities of that
section unless we specifically incorporate it by reference in a document filed
under the Securities Act of 1933 or the Exchange Act. By filing this Current
Report on Form 8-K and furnishing this information, we make no admission as
to
the materiality of any information in this Current Report on Form
8-K.
Item
9.01. Financial Statements and
Exhibits.
(a) Financial
statements of business acquired.
Not
applicable
(b) Pro
forma financial information
Not
applicable
(c) Exhibits:
|
(1)
|
Filed
herewith
|
|
(2)
|
Filed
as exhibit 10.23 to the Company’s Annual Report for the year ended
December 31, 2003 on Form 10-KSB filed April 1,
2004.
|
|
(3)
|
Filed
as exhibit 10.20 (Contract 1) to the Company's Amended Annual Report
for
the year ended December 31, 2003 on Form 10-KSB/A filed April 29,
2004
|
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: August
15, 2007
GEOGLOBAL
RESOURCES INC.
(Registrant)
/s/
Allan J. Kent
Allan
J.
Kent
Executive
VP & CFO