-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DrGAJERb6N3tHqH9+5cSVXFW4xr/sOAHLOiDMpOhPh/xMxe7EG1opd2Vn203ZFKi E+qxRj+pTye90PlDMln/aA== 0000902595-09-000061.txt : 20090914 0000902595-09-000061.hdr.sgml : 20090914 20090911190303 ACCESSION NUMBER: 0000902595-09-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090914 DATE AS OF CHANGE: 20090911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN SUPERIOR ENERGY INC CENTRAL INDEX KEY: 0001177470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79628 FILM NUMBER: 091066296 BUSINESS ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 BUSINESS PHONE: 403-294-1411 MAIL ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Palo Alto Investors, LLC CENTRAL INDEX KEY: 0001306923 IRS NUMBER: 770558164 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 470 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-325-0772 MAIL ADDRESS: STREET 1: 470 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 sng13d_amend14.htm CSN AMENDMENT #14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

hours per response 14.5

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 14)

 

Canadian Superior Energy Inc.

 

(Name of Issuer)

 

Common Shares

 

(Title of Class of Securities)

 

136644101

 

(CUSIP Number)

 

 

Warren T. Lazarow, Esq.

Paul S. Scrivano, Esq.

 

O'Melveny & Myers LLP

O’Melveny & Myers LLP

 

2765 Sand Hill Road

Times Square Tower

 

Menlo Park, CA 94025

7 Times Square

 

(650) 473-2600

New York, New York 10036

 

(212) 326-2000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 10, 2009

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1746 (11-02)

Page 1 of 14

CUSIP No. 136644101

 

 

 

1.

Names of Reporting Persons

 

Palo Alto Investors

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

 

(b)

X

 

 

 

3.

SEC Use Only

 

 

 

4.

Source of Funds (See Instructions)

AF

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

 

6.

Citizenship or Place of Organization

California

 

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7.           Sole Voting Power                0

 

8.           Shared Voting Power                15,752,500

 

9.           Sole Dispositive Power                0

10.         Shared Dispositive Power            15,752,500

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,752,500

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See

 

Instructions)

 

 

 

13.

Percent of Class Represented by Amount in Row (11)

9.3%

 

 

 

14.

Type of Reporting Person (See Instructions)

CO, HC

 

 

Page 2 of 14

CUSIP No. 136644101

 

 

 

1.

Names of Reporting Persons

 

Palo Alto Investors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

 

(b)

X

 

 

 

3.

SEC Use Only

 

 

 

4.

Source of Funds (See Instructions)

AF

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

 

6.

Citizenship or Place of Organization

California

 

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7.           Sole Voting Power                0

 

8.           Shared Voting Power                15,752,500

 

9.           Sole Dispositive Power                0

10.         Shared Dispositive Power            15,752,500

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,752,500

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See

 

Instructions)

 

 

 

13.

Percent of Class Represented by Amount in Row (11)

9.3%

 

 

 

14.

Type of Reporting Person (See Instructions)

IA, OO

 

 

Page 3 of 14

CUSIP No. 136644101

 

 

 

1.

Names of Reporting Persons

 

William Leland Edwards

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

 

(b)

X

 

 

 

3.

SEC Use Only

 

 

 

4.

Source of Funds (See Instructions)

AF

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

 

6.

Citizenship or Place of Organization

_______

 

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7.           Sole Voting Power                50,000

 

8.           Shared Voting Power                15,752,500

 

9.           Sole Dispositive Power                50,000

10.         Shared Dispositive Power            15,752,500

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,802,500

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See

 

Instructions)

______

 

 

 

13.

Percent of Class Represented by Amount in Row (11)

9.3%

 

 

 

14.

Type of Reporting Person (See Instructions)

IN, HC

 

 

Page 4 of 14

CUSIP No. 136644101

 

 

 

1.

Names of Reporting Persons

 

Anthony Joonkyoo Yun, MD

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

 

(b)

X

 

 

 

3.

SEC Use Only

 

 

 

4.

Source of Funds (See Instructions)

AF

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

 

6.

Citizenship or Place of Organization

U.S.A.

 

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7.           Sole Voting Power                0

 

8.           Shared Voting Power                15,752,500

 

9.           Sole Dispositive Power                0

10.         Shared Dispositive Power            15,752,500

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,752,500

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See

 

Instructions)

 

 

 

13.

Percent of Class Represented by Amount in Row (11)

9.3%

 

 

 

14.

Type of Reporting Person (See Instructions)

IN, HC

 

 

Page 5 of 14

CUSIP No. 136644101

 

Item 1.

Security and Issuer

This statement relates to the Common Shares (the "Stock") of Canadian Superior Energy Inc. (the "Issuer"). The principal executive office of the Issuer is located at Suite 3200, 500 - 4th Avenue SW, Calgary, Alberta, Canada, T2P 2V6.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

 

(a)

William Leland Edwards, Palo Alto Investors, LLC ("PAI LLC"), Palo Alto Investors ("PAI Corp") and Anthony Joonkyoo Yun, MD (collectively, the "Filers").

 

 

(b)

The business address of the Filers is:

 

470 University Avenue, Palo Alto, CA 94301

 

 

(c)

Present principal occupation or employment or the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

 

PAI LLC is an investment adviser registered with the Securities and Exchange Commission and is the general partner of, and investment adviser to, investment limited partnerships. The sole manager of PAI LLC is PAI Corp. Mr. Edwards is the controlling shareholder of PAI Corp and the controlling owner of PAI LLC. Mr. Yun is the president of PAI Corp and PAI LLC.

 

 

(d)

During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

(f)

Mr. Edwards and Mr. Yun are United States citizens.

 

Page 6 of 14

CUSIP No. 136644101

 

Item 3.             Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser

Source of Funds

Amount

PAI LLC

Funds Under Management

$32,303,231

 

Item 4.

Purpose of Transaction

The Filers acquired the Stock for investment purposes. On September 29, 2008, Greg Noval sent a letter to Palo Alto Investors on behalf of the Issuer's Board of Directors responding to a letter from Palo Alto Investors sent earlier in the day, and Palo Alto Investors sent a further response to the Board. A copy of that correspondence is incorporated by reference herein as Exhibit B. On November 5, 2008, PAI LLC sent a letter to the Board (the “November 5 Letter”), a copy of which is incorporated by reference herein as Exhibit F. On February 11, 2009, PAI LLC sent a letter to the Board questioning the timing and strategy of the Issuer’s proposed monetization of part of its Block 5(c) assets in Trinidad and Tobago (the “February 11 Letter”). On February 12, 2009, PAI LLC issued a press release including the text of the February 11 Letter and requesting additional disclosure by the Issuer with regard to its financial position and the status of that project and requesting that the Issuer hold a public conference call to update shareholders. A copy of that press release is incorporated by reference herein as Exhibit G. On February 17, 2009, PAI LLC delivered to the Issuer a requisition for a special meeting of the Issuer’s shareholders for the purpose, among other things, of removing all of the directors on the Issuer’s board of directors and replacing such directors with PAI LLC’s nominees (the “Requisition”). Also on February 17, 2009, PAI LLC issued a press release announcing that it had requisitioned a special meeting of the Issuer’s shareholders for that purpose (the “February 17 Press Release”). Once a record date and meeting date for the shareholders meeting have been established, a dissident proxy circular will be mailed to shareholders of record by PAI LLC.  The dissident proxy circular will provide details regarding each of PAI LLC's nominees to the Issuer's Board of Directors.  Shareholders are urged to carefully read the dissident proxy circular and other documents when they are available. A copy of the Requisition is incorporated by reference herein as Exhibit H, and a copy of the February 17 Press Release is incorporated by reference herein as Exhibit I. On March 10, 2009, PAI LLC sent a letter to the Board (the “March 10 Letter”) noting that no response had been provided to its February 11, 2009 inquiry regarding the Issuer’s proposed monetization of part of its Block 5(c) assets in Trinidad and Tobago and requesting a meeting with the full Board to discuss strategic and financing alternatives to monetizing the Block 5(c) assets. A copy of the March 10 Letter is incorporated herein by reference as Exhibit J. On March 16, 2009, PAI LLC sent a letter (the “March 16 Letter”) to the Board. The March 16 Letter was sent in response to an electronic mail message sent by Greg Noval (the “March 10 Noval E-mail”) to PAI LLC responding to the March 10 Letter sent earlier in the day on March 10, 2009, and in response to a letter from C. Alexander Squires, a director and chair of the Audit Committee of the Issuer's Board of Directors (the “March 12 Board Letter”) to PAI LLC on behalf of the Issuer's Board of Directors responding to the March 10 Letter. The March 16 Letter attaches a draft term sheet that PAI LLC believes is reflective of the type of transaction that is available to the Issuer from third parties if the Issuer would be willing to enter into discussions with such third parties (the “Draft Term Sheet”) and which could serve as a potential alternative to the Issuer’s proposed sale of part of its Block 5(c) assets in Trinidad and Tobago. The March 16 Letter also attaches copies of the March 10 Noval E-Mail and the March 12 Board Letter. The foregoing descriptions of the March 16 Letter, the Draft Term Sheet, the March 10 Noval Email and the March 12 Board Letter are each qualified in their entirety by reference to the terms of such documents. A copy of the March 16 Letter is incorporated herein by reference as Exhibit K. On April 1, 2009, PAI LLC issued, via press release, an open letter (the “April 1 Letter”) to the Board of Directors and Shareholders of the Issuer describing PAI LLC’s view of the failings, misconduct and inadequate corporate governance of the current Board and again demanding that the Board be reconstituted to include truly independent Directors with relevant international oil and gas expertise. The foregoing description of the April 1 Letter is qualified in its entirety by reference to the terms of such document. A copy of the April 1 Letter is incorporated herein by reference as Exhibit L. On April 2, 2009, Mr. V. Phil Lalonde of

 

Page 7 of 14

CUSIP No. 136644101

 

Brownlee LLP wrote PAI LLC on behalf of Greg Noval, asserting, among other things, that the April 1 Letter contains statements that defame Mr. Noval. On April 3, 2009, Canadian counsel to PAI LLC, Blake, Cassels & Graydon LLP, sent a letter to Mr. Lalonde responding to his April 2, 2009 letter. The foregoing description of the April 3 Letter is qualified in its entirety by reference to the terms of such document. A copy of the April 3 Letter is incorporated herein by reference as Exhibit M. On May 15, 2009, PAI LLC commenced soliciting proxies from up to 15 shareholders of the Issuer, on a non-public basis as permitted by the Alberta Securities Commission, to vote in favor of PAI LLC's eight nominees (the “Nominees”) for election to the Issuer's Board of Directors at the June 26, 2009 annual and special meeting of the Issuers’ shareholders and to approve certain amendments to the Issuer’s By-laws, by way of a letter (the “May 15 Letter”). The May 15 Letter lists the Nominees, and attaches biographical information regarding each of the Nominees, a copy of the November 5 Letter (incorporated herein by reference as Exhibit F), a copy of the April 1 Letter (incorporated herein by reference as Exhibit L) and a form of proxy. The foregoing description of the May 15 Letter and all attachments thereto is qualified in its entirety by reference to the terms of such documents. A copy of the May 15 Letter is incorporated herein by reference as Exhibit N. On May 28, 2009, PAI LLC issued a press release (the “May 28 Press Release”) expressing PAI LLC’s disappointment and concern with the Board of Directors’ decision to delay the annual and special meeting of the Issuers’ shareholders until September 2009. The foregoing description of the May 28 Press Release is qualified in its entirety by reference to the terms of such document. A copy of the May 28 Press Release is incorporated herein by reference as Exhibit O. On June 2, 2009, PAI LLC filed a Notice of Motion (the “June 2 Notice of Motion”) with the Court of Queen’s Bench of Alberta in connection with the matter of the Issuer’s proceedings under the Canadian Companies Creditors’ Arrangement Act. The June 2 Notice of Motion seeks, among other things, an order compelling the Issuer to hold its annual general and special meeting of shareholders on June 26, 2009 or within one week thereafter and further compelling the Issuer to address the matters raised in the Requisition at such meeting. A copy of the June 2 Notice of Motion is incorporated herein by reference as Exhibit P. On June 17, 2009, PAI LLC issued a press release (the “June 17 Press Release”) reiterating PAI LLC’s intention to pursue changes to the Issuers’ Board of Directors, noting that PAI LLC’s nominees are willing to serve only as part of PAI LLC’s slate, and clarifying that PAI LLC’s nominees have not agreed to be appointed by the current Board of Directors of the Issuer in a partial solution that retains a majority of the existing Board of Directors of the Issuer. The foregoing description of the June 17 Press Release is qualified in its entirety by reference to the terms of such document. A copy of the June 17 Press Release is incorporated by reference herein as Exhibit Q. On August 10, 2009, PAI LLC entered into a settlement agreement with the Issuer (the “Settlement Agreement”) whereby PAI LLC and the Issuer have agreed that, subject to the approval of the Court of Queen’s Bench of Alberta and Hardie & Kelly Inc. as Monitor, which the Issuer shall use its reasonable commercial efforts to promptly obtain, among other things:

 

 

the Issuer shall use its reasonable commercial efforts to cause the 2009 annual and special meeting of shareholders to be held on September 9, 2009, and shall not delay or postpone such meeting date without PAI LLC’s consent acting reasonably in light of the circumstances unless a quorum is not obtained or unless the Court of Queen’s Bench of Alberta (acting other than at the request of the Issuer) requires the meeting date to be delayed;

 

the Issuer and, as applicable, the Board of Directors of the Issuer, at the 2009 annual and special meeting, shall nominate (A) the following individuals who were proposed by PAI LLC: each of Dr. William Roach, Dr. James M. Funk, Kerry R. Brittain and Marvin M. Chronister and (B) the following individuals who were proposed by the Issuer: Gregory Turnbull and Richard Watkins (the persons in (A) and (B) collectively, the “Nominees”) for election to the Board of Directors;

 

the Issuer shall use its reasonable commercial efforts to solicit proxies (A) to approve an amendment to the Issuer’s by-laws in respect of Canadian residency requirements, (B) in favor of the election of the Nominees at the 2009 annual and special meeting, (C) against the election of any persons, other than the Nominees, as director at the 2009 annual and special meeting, and (D) against the proposal of any other business proposed by a person other than the Issuer at the 2009 annual and special meeting;

 

Page 8 of 14

CUSIP No. 136644101

 

 

upon receipt of approval of the Court of Queen’s Bench of Alberta of the Settlement Agreement, PAI LLC shall revoke and withdraw the Requisition;

 

PAI LLC shall cause all of its common shares of the Issuer to be present at the 2009 annual and special meeting for quorum purposes and to be voted in favor of the election of the Nominees; and

 

the Issuer shall, within 30 days after exiting the protection of the Canadian Companies Creditors’ Arrangement Act and upon request from PAI LLC, reimburse PAI LLC for certain of its expenses.

 

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the terms of such document. A copy of the Settlement Agreement is incorporated herein by reference as Exhibit R.

 

Recent Developments: On September 10, 2009, PAI LLC issued a press release (the “September 10 Press Release”) commenting on the Issuer’s 2009 annual and special meeting and expressing its ongoing support of the Issuer and its new strengthened board of directors. The foregoing description of the September 10 Press Release is qualified in its entirety by reference to the terms of such document. A copy of the September 10 Press Release is attached hereto as Exhibit S.

 

In pursuing their investment purposes, the Filers may from time to time further purchase, hold, vote, trade, dispose of, engage in option, swap or other derivative securities transactions with respect to or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in the Stock's market price, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as well as alternative investment opportunities, the Filers' liquidity requirements and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Filers may discuss such matters with the Issuer's management, Board of Directors, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may affect materially, and result in, the Filers' modifying their ownership of the Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing or taking one or more of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Filers may reconsider and change their plans or proposals relating to the Stock at any time.

 

Item 5.

Interest in Securities of the Issuer

(a), (b), (d) Each Filer's beneficial ownership of the Stock on the date of this report is reflected on that Filer's cover page. PAI LLC is an investment adviser with the power to invest in, vote and dispose of the Stock on behalf of its clients. Its clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No client individually holds more than 5% of the outstanding Stock. Mr. Edwards is the controlling shareholder of PAI Corp, which is the sole manager of PAI LLC, and is the controlling owner of PAI LLC. Mr. Yun is the president of PAI Corp and PAI LLC. The Filers are filing this Schedule 13D jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each Filer disclaims beneficial ownership of the Stock except to the extent of that Filer's pecuniary interest therein.

(c)           There were no transactions in the Stock by the Filers during the 60 days before the date on the cover page.

 

Page 9 of 14

CUSIP No. 136644101

 

Item 6.  Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

PAI LLC is the general partner of investment partnerships pursuant to agreements of limited partnership that grant to PAI LLC the authority, among other things, to invest the funds of such investment partnerships in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such investment partnerships. Pursuant to such agreements, PAI LLC is entitled to allocations based on assets under management and realized and unrealized gains.

In addition, 750,000 shares of the Stock are represented by warrants, the form of which is incorporated by reference herein as Exhibit C. In addition, those warrants are governed by and subject to the terms of a Securities Purchase Agreement and Registration Rights Agreement, the forms of which are incorporated by reference herein as Exhibits D and E.

As described above in Item 4, PAI LLC has entered into the Settlement Agreement with the Issuer. The description of the Settlement Agreement in Item 4 is incorporated by reference into this Item 6.

Item 7.

Material to Be Filed as Exhibits

Exhibit A

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

 

Exhibit B

Correspondence dated September 29, 2008 between the Issuer's Board of Directors and Palo Alto Investors incorporated by reference to the Filers’ initial Schedule 13D and Amendment No. 1 thereto both filed September 30, 2008

 

Exhibit C

Form of Warrant to Purchase Shares of Common Stock incorporated by reference to the Issuer's Form F-3 filed September 26, 2008

 

Exhibit D

Form of Securities Purchase Agreement incorporated by reference to the Issuer's Form F-3 filed September 26, 2008

 

Exhibit E

Form of Registration Rights Agreement incorporated by reference to the Issuer's Form F-3 filed September 26, 2008

 

Exhibit F

Letter dated November 5, 2008 from PAI LLC to the Issuer's Board of Directors incorporated by reference to Amendment No. 2 to this Schedule 13D filed November 6, 2008

 

Exhibit G

Press Release by PAI LLC dated February 12, 2009 including the text of the February 11 Letter incorporated by reference to Amendment No. 3 to this Schedule 13D filed February 12, 2009

 

Exhibit H

Requisition delivered by PAI LLC to the Issuer dated February 17, 2009 incorporated by reference to Amendment No. 4 to this Schedule 13D filed February 17, 2009

 

Exhibit I

Press Release by PAI LLC dated February 17, 2009 incorporated by reference to Amendment No. 4 to this Schedule 13D filed February 17, 2009

 

Exhibit J

Letter dated March 10, 2009 from PAI LLC to the Issuer's Board of Directors incorporated by reference to Amendment No. 5 to this Schedule 13D filed March 10, 2009

 

Exhibit K

Letter dated March 16, 2009 from PAI LLC to the Issuer's Board of Directors (attaching the Draft Term Sheet, and the electronic mail message dated March 10, 2009 from Greg Noval to PAI LLC and Letter dated March 12, 2009 from C. Alexander Squires on

 

Page 10 of 14

CUSIP No. 136644101

 

behalf of the Issuer's Board of Directors to PAI LLC) incorporated by reference to Amendment No. 6 to this Schedule 13D filed March 16, 2009

 

Exhibit L

Open Letter dated April 1, 2009 from PAI LLC to the Issuer's Board of Directors and Shareholders incorporated by reference to Amendment No. 7 to this Schedule 13D filed April 1, 2009

 

Exhibit M

Letter dated April 3, 2009 from Blake, Cassels & Graydon LLP to Mr. V. Phil Lalonde of Brownlee LLP incorporated by reference to Amendment No. 8 to this Schedule 13D filed April 6, 2009

 

Exhibit N

Letter distributed May 15, 2009 from PAI LLC to certain Shareholders incorporated by reference to Amendment No. 9 to this Schedule 13D filed May 18, 2009

 

Exhibit O

Press Release by PAI LLC dated May 28, 2009 incorporated by reference to Amendment No. 10 to this Schedule 13D filed May 28, 2009

 

Exhibit P

Notice of Motion filed by PAI LLC with the Court of Queen’s Bench of Alberta on June 2, 2009 incorporated by reference to Amendment No. 11 to this Schedule 13D filed June 2, 2009

 

Exhibit Q

Press Release by PAI LLC dated June 17, 2009

 

Exhibit R

Settlement Agreement between PAI LLC and the Issuer, dated effective August 10, 2009

 

Exhibit S

Press Release by PAI LLC dated September 10, 2009

 

Page 11 of 14

CUSIP No. 136644101

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:

September 11, 2009

 

PALO ALTO INVESTORS

 

 

By:        /s/ Mark Shamia                
               Mark Shamia, Chief Operating Officer

 

PALO ALTO INVESTORS, LLC

 

 

By:        /s/ Mark Shamia                
               Mark Shamia, Chief Operating Officer

 

/s/ Anthony Joonkyoo Yun  

Anthony Joonkyoo Yun, MD

 

/s/ William Leland Edwards  

William Leland Edwards

 

 

Page 12 of 14

CUSIP No. 136644101

 

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

 

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of any issuer until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint Palo Alto Investors, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

 

Dated:

September 29, 2008

 

PALO ALTO INVESTORS

 

 

By:        /S/ Mark Shamia, Chief Operating Officer

 

PALO ALTO INVESTORS, LLC

 

 

By:        /S/ Mark Shamia, Chief Operating Officer

 

/S/ Anthony Joonkyoo Yun, MD

 

/S/ William Leland Edwards

 

 

Page 13 of 14

CUSIP No. 136644101

 

EXHIBIT S

 

Palo Alto Investors, LLC Comments on Canadian Superior Annual and Special Meeting

 

September 10, 2009

 

PALO ALTO, Calif.--(BUSINESS WIRE)--Palo Alto Investors, LLC (“Palo Alto”) today expressed its ongoing support of Canadian Superior Energy Inc. (TSX, NYSE: SNG) and its new strengthened Board of Directors. New Directors Kerry R. Brittain, Marvin M. Chronister, Dr. James Funk, Dr. William Roach, and Gregory G. Turnbull were elected at today’s annual and special meeting of shareholders, along with the re-election of existing Director Richard Watkins. Palo Alto played a key role in helping reconstitute the Board to ensure a strong, independent group of Directors that are well positioned to work on behalf of shareholders.

 

David Anderson, Head of Energy Research at Palo Alto commented: “We believe in Canadian Superior and are excited about the prospects for the Company as a result of the leadership from this new Board. We are firm believers in the meaningful value that can be created through excellent corporate governance and are confident that this Board has the knowledge, relevant experience and independent judgement to manage the Company’s assets for the benefit of all shareholders.” Palo Alto has been working since September 2008 to encourage changes at the Board and management level that would eliminate issues which Palo Alto believes have impeded the full realization of shareholder value.

 

“We believe there is tremendous upside to be generated with these assets under the management and direction of the right people, and a ripe opportunity for the Company to create significant value going forward,” said Mr. Anderson. “The oil and gas business is at a crossroads, and the best companies will be led by those who can evaluate competing opportunities, set appropriate strategies, properly allocate capital, engender market confidence through transparency, and execute on the plans they lay out. We have confidence that this new Board can do exactly that, and we look forward to an era of excellence from the new Canadian Superior.”

 

About Palo Alto Investors

 

Since its inception in 1989, Palo Alto Investors, LLC (“Palo Alto”) has focused exclusively on overlooked, misunderstood and undervalued segments of the equity markets. Palo Alto is committed to providing world class money management services to high net worth and institutional investors. Located in Palo Alto, Calif., Palo Alto employs 20 professionals and manages over $1 billion in assets. The firm is independently owned with significant Partner ownership interest.

 

Contact:

Walek & Associates

Mary Beth Kissane, 212-590-0536

mbkissane@walek.com

 

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