UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended December 31, 2008 | Commission File Number 001-31891 |
TRANSGLOBE ENERGY
CORPORATION
(Exact name of Registrant as specified in
its charter)
__________________________________________
(Translation of
Registrant's name into English (if applicable))
Alberta, Canada
(Province or other
jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial
Classification Code Number (if applicable))
___________________________________________
(I.R.S. Employer
Identification Number (if applicable))
Suite 2500, 605 – Fifth Avenue SW, Calgary, Alberta,
Canada T2P 3H5
(Address and telephone number of Registrant's
principal executive offices)
John L. Mericle
Harris, Mericle & Wakayama
999
Third Avenue, Suite 3210
Seattle, Washington 98104
tel.: (206)
621-1818
(Name, address (including zip code) and telephone number
(including area code)
Of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Name of each exchange on which registered |
| The NASDAQ Stock Market LLC | |
| Common Shares Without Par Value | (Global Select Market) |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
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For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the
issuer’s classes of capital or common stock as of
the close of the period
covered by the annual report.
The number of shares outstanding of the issuer’s common
shares as of fiscal year ended December 31, 2008
was 59,499,839.
Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby
furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of
1934 (the “Exchange Act”). If ”Yes” is marked, indicate the
file number assigned to the Registrant in connection
with such Rule.
Yes [ ] 82-____ No [X]
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of
the Exchange
Act during the preceding 12 months (or for such shorter period that the
Registrant was required to file
such reports) and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F:
A. Annual Information Form
For the Registrant’s Annual Information Form for the fiscal year ended December 31, 2008, see Exhibit 99.1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements and accompanying Management’s Discussion and Analysis
For the Registrant’s Consolidated Audited Annual Financial Statements and accompanying Management’s Discussion and Analysis for fiscal year ended December 31, 2008, including the report of Independent Registered Chartered Accountants with respect thereto, see Exhibits 99.2, 99.3 and 99.4 of this Annual Report on Form 40-F. The Registrant’s financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and reconciled to United States generally accepted accounting principles (“US GAAP”) - see Note 21 of the Notes to Consolidated Financial Statements of the Registrant’s Consolidated Audited Financial Statements, reconciling the material differences between Canadian and US GAAP.
DISCLOSURE CONTROLS AND PROCEDURES
After evaluating the effectiveness of the Registrant’s disclosure controls and procedures as required by paragraph (b) of Exchange Act Rule 13a-15 or Rule 15d-15, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that, as of the end of the Registrant’s fiscal year covered by this Form 40-F Annual Report, the Registrant’s disclosure controls and procedures were effective to ensure that material information required to be disclosed by the Registrant in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). The Registrant’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in Canada and in the United States.
Management recognizes that effective internal control over financial reporting may nonetheless not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management has evaluated the effectiveness of the Registrant's internal control over financial reporting as of December 31, 2008 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that, as of December 31, 2008, the Registrant maintained effective internal control over financial reporting.
Deloitte & Touche LLP, the independent registered chartered accountants that audited the Registrant's consolidated financial statements as at December 31, 2008, has expressed its opinion on the effectiveness of the Registrant’s internal control over financial reporting as of fiscal year ended December 31, 2008. A copy of Deloitte & Touche LLP’s attestation report on internal control over financial reporting is included herein as Exhibit 99.4 of this Annual Report on Form 40-F.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
For the attestation report of the independent registered chartered accountants for the fiscal year ended December 31, 2008, see Exhibit 99.4 of this Annual Report on Form 40-F.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this Annual Report on Form 40-F, there was no change that occurred in the Registrant’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
Not applicable.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s Board of Directors has determined that it has at least one Audit Committee financial expert serving on its Audit Committee. Fred J. Dyment has been determined by the Registrant’s Board of Directors to meet the “audit committee financial expert” criteria prescribed by the Securities and Exchange Commission (SEC) and is an “independent director”, as that term is defined under the listing standards applicable to the Registrant contained in Rule 4200(a)(15) of the National Association of Securities Dealers Automated Quotation System (NASDAQ) Marketplace Rules. Mr. Dyment is a Chartered Accountant with over 30 years' experience in the oil and gas industry and was previously President and Chief Executive Officer of Maxx Petroleum Company (2000-2001). Before that, he was Controller, Vice President Finance and then President and Chief Executive Officer of Ranger Oil Limited from 1978-2000. The SEC has indicated that the designation of Mr. Dyment as an audit committee financial expert does not make him an “expert” for any purpose, impose any duties, obligations or liability on him that are greater than those imposed on members of the Audit Committee and Board of Directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the Audit Committee.
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CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND OFFICERS AND DIRECTORS
The Registrant has adopted Codes of Conduct and Conflict of Interest for its executive officers and directors. The Registrant has previously filed its Codes of Conduct and Conflict of Interest with the SEC as Exhibit 99.6 of its Annual Report on Form 40-F for fiscal year ended December 31, 2005. Shareholders may obtain a copy upon request, addressed to the Assistant Corporate Secretary, TransGlobe Energy Corporation, Suite 2500, 605 -5th Avenue, S.W. Calgary, Alberta, T2P 3H5, Canada. The Registrant has also posted its Codes of Ethics for its executive officers and directors on its Internet Web site at www.trans-globe.com. All amendments to the Codes of Ethics and all waivers of the Codes of Ethics with respect to any of the persons covered by them will be filed with the SEC and posted on the SEC’s Interactive Data Electronic Applications (IDEA) system at www.idea.sec.gov.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees for professional services paid to Deloitte & Touche LLP for fiscal years ended December 31, 2008 and December 31, 2007 were as follows (all fees are in Canadian dollars):
| Fiscal Year Ended December 31, 2008 |
Fiscal Year Ended December 31, 2007 | |
| Audit and Interim Review Fees | $566,447 | $327,062 |
| Audit Related Fees | $NIL | $NIL |
| Tax Fees | $35,433 | $12,869 |
| All Other Fees | $33,964 | $204,197 |
| TOTAL | $635,844 | $544,128 |
The nature of the services provided by Deloitte & Touche LLP under each of the categories indicated in the table is described below.
Audit and Interim Review Fees
Audit fees were for professional services rendered by Deloitte & Touche LLP for the audit of the Registrant’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
Interim review fees were for professional services rendered by Deloitte & Touche LLP for the review of the Registrant’s interim quarterly financial statements and services provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees
In 2008 and 2007, no fees for services were incurred other than those described above under “Audit and Interim Review Fees”.
Tax Fees
Tax fees were for tax compliance, tax advice and tax planning professional services. These services consisted of: tax compliance, including the review of tax returns; and tax planning and advisory services relating to common forms of domestic and international taxation (i.e. income tax, capital tax, goods and services tax and payroll tax).
All Other Fees
In 2008, other fees were for an annual subscription service to Petroview, a software program for oil and gas reconnaissance. In 2007, other fees were for due diligence work performed in respect to the corporate acquisitions and an annual subscription service to Petroview.
PRE-APPROVAL OF POLICIES AND PROCEDURES
It is within the mandate of the Registrant’s Audit Committee to approve all audit and non-audit related fees. The Audit Committee is informed routinely as to the non-audit services actually provided by the auditor pursuant to this pre-approval process. The auditors also present the estimate for the annual audit related services to the Committee for approval prior to undertaking the annual audit of the financial statements.
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OFF-BALANCE SHEET ARRANGEMENTS
None.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
| Payment Due by Period1,2 | |||||||||||||||
| Less Than | 1-3 | 4-5 | More than | ||||||||||||
| ($000s) | Total | 1 Year | Years | Years | 5 Years | ||||||||||
| Long-term debt | |||||||||||||||
| Revolving Credit Agreement | 58,000 | - | 58,000 | - | - | ||||||||||
| Office and equipment leases | 792 | 340 | 452 | - | - | ||||||||||
| Minimum work commitments3 | 9,800 | 1,400 | 1,800 | 6,600 | - | ||||||||||
| Total (expressed in United States Dollars) | 68,592 | 1,740 | 60,252 | 6,600 | - | ||||||||||
1Payments exclude ongoing operating costs related to
certain leases, interest on long-term debt and payments made to settle
derivative contracts.
2Payments denominated in foreign currencies
have been translated at the December 31, 2008 exchange rate.
3Minimum work commitments include contracts awarded for capital
projects and those commitments related to exploration and drilling obligations.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 40-F and the documents incorporated by reference herein may include certain statements deemed to be “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or the Registrant's future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Actual operational and financial results may differ materially from the Registrant's expectations contained in the forward-looking statements as a result of various risk factors, many of which are beyond the control of the Registrant. These risk factors include, but are not limited to:
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Statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that some or all of the resources and reserves described can be profitably produced in the future. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this Annual Report on Form 40-F and the documents incorporated by reference herein are expressly qualified by this cautionary statement.
The Registrant believes that the expectations reflected in the forward-looking statements contained in this Annual Report on Form 40-F and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct, and investors should not attribute undue certainty to, or place undue reliance on, such forward-looking statements. Such statements speak only as of the date of this Annual Report on Form 40-F. If circumstances or management’s beliefs, expectations or opinions should change, the Registrant does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable securities law. Please consult the Registrant's public filings at www.sedar.com and idea.sec.gov for further, more detailed information concerning these matters.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated standing Audit Committee. The members of the Audit Committee are:
| Chair: | Fred J. Dyment |
| Members: | Robert A. Halpin |
| Geoffrey Chase |
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
| Registrant: | TRANSGLOBE ENERGY CORPORATION | |
| By: | /s/ Ross Clarkson | |
| Ross G. Clarkson, Chief Executive Officer | ||
| Date: | March 13, 2009 |
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EXHIBITS
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