EX-99.8 12 u56241exv99w8.htm EX-99.8 EX-99.8
Exhibit 99(8)
FORM OF NOTICE OF IMPORTANT TAX INFORMATION
     The tax information is provided in connection with the rights offering (the “Rights Offering”) by CanArgo Energy Corporation (the “Company”) of transferable rights (the “Rights”) to subscribe for and purchase shares of common stock, par value $0.10 per share of the Company (“Common Stock”), as described in the accompanying prospectus of the Company dated , 2008.
     Under the United States federal income tax laws, certain reportable payments, including dividend payments that may be made by the Company on shares of its Common Stock issued upon the exercise of the Rights or proceeds from the sale or transfer of the Rights, may be subject to backup withholding. Generally such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and certifies, under penalties of perjury, that the number provided is correct and provides certain other certifications. Each holder that exercises Rights or sells or transfers the Rights, and wants to avoid backup withholding must, unless an exemption applies, provide Computershare, the U.S. Subscription Agent, as the Company’s agent in respect of the exercised Rights (“Agent”) held by U.S. persons, with such holder’s correct TIN (or with a certification that such holder is awaiting a TIN) and certain other certifications by completing Substitute Form W-9 below. For purposes of this form, a U.S. person means: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, a partnership, company or association created or organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; and (iv) a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions and certain electing trusts that were in existence and treated as U.S. trusts on August 20, 1996. A non-U.S. person or foreign person means a person that is not a U.S. person as defined in the preceding sentence.
     Certain holders (including, among others, corporations and certain foreign persons) are exempt from these backup withholding and reporting requirements. In general, in order for a foreign holder to qualify as an exempt recipient, that holder must submit a properly completed Internal Revenue Service (“IRS”) Form W-8, Certificate of Foreign Status (instead of a Substitute Form W-9), signed under the penalties of perjury, attesting to such holder’s foreign status. Such Form W-8 may be obtained from the U.S. Subscription Agent. Although a foreign holder may be exempt from backup withholding, payments of dividends may be subject to United States federal withholding tax, currently at a 30% rate (or, if certain tax treaties apply, such applicable lower rate). Exempt U.S. holders should indicate their exempt status on Substitute Form W-9 to avoid possible erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions. Holders are urged to consult their tax advisers to determine whether they are exempt from backup withholding and reporting requirements.
     If backup withholding applies, the Company or the U.S. Subscription Agent, as the case may be, will be required to withhold (currently at a 28% rate) on any reportable payments made to a holder that exercises, sells, or transfers the Rights. Backup withholding is not an additional tax. Rather, the amount of backup withholding can be credited against the United States federal income tax liability of the holder subject to backup withholding, provided that the required information is provided to the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained.
     A holder that exercises, sells, or transfers the Rights is required to give the U.S. Subscription Agent the TIN of the record owner of the Rights. If such record owner is an individual, the TIN is generally the taxpayer’s social security number. For most other entities, the TIN is the employer identification number. If the Rights are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidelines on which number to report. If the U.S. Subscription Agent is not provided with the correct TIN in connection with such payments, the holder may be subject to a penalty imposed by the IRS.
     If you do not have a TIN, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for instructions on applying for a TIN, write “Applied For” in the space for the TIN in part I of the Substitute Form W-9 and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If you do not provide your TIN to the U.S. Subscription Agent, reportable payments made to you will be subject to backup withholding. Note: Writing “Applied For” on the form means that you have already applied for a TIN or that you intend to apply for one in the near future.


 

     
Name
   
 
   
     
Business name, if different from above.
   
 
   
Check appropriate box:
¨  Individual/Sole Proprietor            ¨ Corporation            ¨ Partnership            ¨ Other
¨ Limited liability company
Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)
     
Address (number, street, and apt. or suite no.)
   
 
   
     
City, State, and ZIP code
   
 
   
Computershare, U.S. Subscription Agent
Give Form to U.S. Subscription Agent. Do NOT send to the IRS.
SUBSTITUTE
Form W-9
Department of the
Treasury
Internal Revenue Service
Payer’s Request for
Taxpayer
Identification
Number
Part I—TAXPAYER IDENTIFICATION NUMBER (TIN). Enter your TIN in the appropriate box. For most individuals, this is your social security number (SSN). For most other entities, it is your employer identification number (EIN). CERTIFY BY SIGNING AND DATING BELOW.
Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to provide.
         
         
    Social Security Number    
         
         
    Employer    
    Identification Number    
    (If awaiting TIN, write “Applied For”)    
Part II—If you are exempt from backup withholding, see the enclosed guidelines and complete as instructed.
Part III—Certification
Under penalties of perjury, I certify that:
(1)   The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me),
 
(2)   I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding, and
 
(3)   I am a U.S. citizen or other U.S. person, as defined above.
CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
     
Signature                                                             
  Date                                         

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
“APPLIED FOR” IN PART I OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
     I certify under the penalties of perjury that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN to the U.S. Subscription Agent, 28% of all reportable payments made to me will be withheld.
         
         
         
Signature       Date
     
NOTE:
  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. — Social security numbers have nine digits separated by two hyphens, e.g. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, e.g., 00-0000000. The table below will help determine the number to give the payer.
         
For this type of account:  
Give the name* and SOCIAL SECURITY number of
 
1.
  An individual’s account   The individual
 
       
2.
  Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account (1)
 
       
3.
  Custodian account of a minor (Uniform Gift to Minors Act)   The minor (2)
 
       
4.
  a. A revocable savings trust account (in which grantor is also trustee)   The grantor-trustee (1)
 
       
 
  b. Any “trust” account that is not a legal or valid trust under state law   The actual owner (1)
 
       
5.
  Sole proprietorship or disregarded entity owned by an individual   The owner (3)
         
        Give the name* and EMPLOYER
    For this type of account:  
IDENTIFICATION number of
 
6.
  Disregarded entity not owned by an individual   The owner
 
       
7.
  A valid trust, estate, or pension trust   The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title) (4)
 
       
8.
  Corporate (or LLC electing corporate status on
Form 8832) account
  The corporation
 
       
9.
  Religious, charitable, or educational organization account   The organization
 
       
10.
  Partnership or multi-member LLC account held in the name of the business   The partnership
 
       
11.
  Association, club, or other tax-exempt organization   The organization
 
       
12.
  A broker or registered nominee   The broker or nominee
 
       
13.
  Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
 
*   If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.
 
(1)   List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
 
(2)   Circle the minor’s name and furnish the minor’s social security number.
 
(3)   Show the individual name of the owner. If the owner does not have an employer identification number, furnish the owner’s social security number.
 
(4)   List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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Obtaining a Number
     If you do not have a TIN or you do not know your number; obtain form SS-5, Application for a Social Security Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns). You may obtain Form SS-5 from your local Social Security Administration Office and Forms SS-4 and W-7 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS’s Internet Web Site at www.irs.gov.
     To complete the Substitute Form W-9, if you do not have a TIN, write “Applied For” in the space for the TIN in Part I, sign and date the Form, and give it to Computershare, the U.S. Subscription Agent. Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Payees Exempt from Backup Withholding
     Payees specifically exempted from backup withholding on ALL payments include the following:*
    An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
 
    The United States or any agency or instrumentality thereof.
 
    A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.
 
    A foreign government or a political subdivision, agency or instrumentality thereof.
 
    An international organization or any agency or instrumentality thereof.
     Payees that may be exempt from backup withholding include the following:
    A corporation;
 
    A foreign central bank of issue;
 
    A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States;
 
    A futures commission merchant registered with the Commodity Futures Trading Commission;
 
    A real estate investment trust;
 
    An entity registered at all times during the tax year under the Investment Company Act of 1940;
 
    A common trust fund operated by a bank under section 584(a);
 
    A financial institution;
 
    A middleman known in the investment community as a nominee or custodian; or
 
    A trust exempt from tax under section 664 or described in section 4947.
     Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
    Payments to nonresident aliens subject to withholding under section 1441.
 
    Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.
 
    Payments of patronage dividends not paid in money.
 
    Payments made by certain foreign organizations.
 
    Section 404(k) distributions made by an ESOP.

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     Payments of interest not generally subject to backup withholding include the following:
    Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the payer’s trade or business and (iii) you have not provided your correct TIN to the payer;
 
    Payments of tax-exempt interest (including exempt-interest dividends under section 852).
 
    Payments described in section 6049(b)(5) to non-resident aliens.
 
    Payments on tax-free covenant bonds under section 1451.
 
    Payments made by certain foreign organizations.
 
    Mortgage or student loan interest paid to you.
Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” IN PART II, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
     Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and their regulations.
     Privacy Act Notices. Section 6109 requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends and certain other payments. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states the District of Columbia and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal non-tax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
     You must provide your TIN to the payer whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.
Penalties
     (1) Penalty for Failure to Furnish TIN. If you fail to furnish your TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
     (2) Civil Penalty for False Statements With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
     (3) Criminal Penalty for Falsifying Information. If you willfully falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
 
  Unless otherwise noted herein, all references above to section numbers or to regulations are references to the Internal Revenue Code of 1986, as amended and the Treasury regulations promulgated thereunder.

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