SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of,
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February
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2010
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Commission
File Number
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001-31395
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Canadian
Superior Energy Inc.
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(Translation
of registrant’s name into English)
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Suite
3200, 500 - 4th Avenue, SW, Calgary, Alberta, Canada T2P
2V6
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(Address
of principal executive offices)
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Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40F:
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule
12g3-2(b): 82-_______________
DOCUMENTS
INCLUDED AS PART OF THIS REPORT
Document
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Description
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1.
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Material
Change Report, dated February 4, 2010.
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Document
1
MATERIAL
CHANGE REPORT
Form
51-102F3
Item
1
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Name and Address of
Company
Canadian
Superior Energy Inc. (the “Company”)
Suite
3200, 500 - 4th Avenue S.W.
Calgary,
Alberta 2P 2V6
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Item
2
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Date of Material
Change
The
material change occurred on February 3, 2010.
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Item
3
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News
Release
The
Company issued a press release on February 4, 2010 through
Marketwire.
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Item
4
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Summary of Material
Change
The
Company announced the completion of its previously announced transaction
whereby its existing First Preferred Shares, Series A (“Series A Preferred
Shares”) were converted into First Preferred Shares, Series B (“Series B
Preferred Shares”) and 2,500,000 common share purchase warrants of the
Company (“Warrants”), exercisable into common shares of the Corporation
(“Common Shares”) at a price of US$ 0.65 per Common Share, were
granted.
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Item
5
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Full Description of
Material Change
5.1 Full
Description of Material Change
The
Company announced that the restructuring of the terms and conditions of
the Series A Preferred Shares in the aggregate principal amount of
USD$15,000,000 owned by West Coast Opportunity Fund, LLC (“West Coast”),
as previously announced on December 29, 2009, was completed on February 3,
2010. Pursuant to the terms of the restructuring, the Series A Preferred
Shares held by West Coast were converted, on a share for share basis, into
Series B Preferred Shares pursuant to which the redemption date was
extended from December 31, 2010 to December 31, 2011 and the conversion
price was reduced from USD $2.50 to USD $0.60 per share. West Coast was
also granted 2,500,000 Warrants exercisable at a price of USD $0.65 per
Common Share and expiring December 31, 2011. The Company can force
conversion of the Series B Preferred Shares at anytime in the future if
the Common Shares close at a price of at least a 100% premium to the
conversion price on a major US exchange for 20 out of any 30 consecutive
trading days where the Common Shares underlying the Series B Preferred
Shares are registered.
5.2 Disclosure
for Restructuring Transactions
Not
applicable.
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Item
6
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Reliance on subsection
7.1(2) of National Instrument 51-102
Not
applicable.
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Item
7
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Omitted
Information
Not
applicable.
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Item
8
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Executive
Officer
The
name and business number of an executive officer of the Company who is
knowledgeable about the material change and this report is:
Robb
Thompson
Chief
Financial Officer
Telephone
(403) 294-1411
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Item
9
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Date of
Report
This
report is dated February 4,
2010
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Forward-Looking
Statements
This
material change report contains forward-looking information, including the
expectation of successful future results. Actual results could differ materially
due to changes in project schedules, commercial negotiations, changes in energy
pricing, unforeseen technical or the inability to raise additional capital,
therefore there can be no assurance that any of the foregoing actions by the
Company will be completed as contemplated. Forward-looking
information contained in this material change report is as of the date of this
material change report. The Company assumes no obligation to update and/or
revise this forward-looking information except as required by law.
Statements
contained in this material change report relating to future results, events and
expectations are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements involve known
and unknown risks, uncertainties, scheduling, re-scheduling and other factors
which may cause the actual results, performance, estimates, projections,
resource potential and/or reserves, interpretations, prognoses, schedules or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such statements. Such factors include, among others, those described in the
Company’s annual reports on Form 40-F or Form 20-F on file with the U.S.
Securities and Exchange Commission.
For
Immediate Release
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February
4, 2010
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Canadian
Superior Energy Inc. Announces Closing of Restructuring of Series A Preferred
Stock
CALGARY,
ALBERTA--(Marketwire – February 4, 2010) – Canadian Superior Energy Inc.
("Canadian Superior" or the "Company") (TSX: SNG) (NYSE Amex LLC: SNG) is
pleased to announce that the terms and conditions of the First Preferred Shares,
Series A, as previously announced on December 29, 2009, of the Company in the
aggregate principal amount of USD$15,000,000 owned by West Coast Opportunity
Fund, LLC (“West Coast”), was completed on February 3, 2010. Pursuant
to the terms of the restructuring, the First Preferred Shares, Series A shares
held by West Coast were exchanged on a share for share basis for First Preferred
Shares, Series B shares pursuant to which the Redemption Date was extended from
December 31, 2010 to December 31, 2011 and the conversion price was reduced from
USD $2.50 to USD $0.60. West Coast was also granted 2,500,000 common
share purchase warrants exercisable at a price of USD $0.65 for each common
share and expiring December 31, 2011. The Company can force conversion of the
First Preferred Shares, Series B at anytime in the future if its common shares
close at a price of at least a 100% premium to the conversion price on a major
US exchange for 20 out of any 30 consecutive trading days while the common
shares underlying the First Preferred Shares, Series B are
registered.
Canadian
Superior Energy Inc. is a Calgary, Alberta, Canada based diversified global
energy company engaged in the exploration and production of oil and natural gas
and in the development of a liquefied natural gas (“LNG”)
project. Its operations are located offshore Trinidad and Tobago,
Western Canada, North Africa, offshore Eastern Canada, and offshore Eastern
United States. See Canadian Superior’s website at www.cansup.com to
review further detail on Canadian Superior’s operations.
This
news release contains forward-looking information, including the expectation of
successful future results. Actual results could differ materially due
to changes in project schedules, commercial negotiations, changes in energy
pricing, unforeseen technical or the inability to raise additional capital,
therefore there can be no assurance that any of the foregoing actions by the
Company will be completed as contemplated. Forward-looking
information contained in this news release is as of the date of this news
release. The Company assumes no obligation to update and/or revise
this forward-looking information except as required by law.
Statements
contained in this news release relating to future results, events and
expectations are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements involve known
and unknown risks, uncertainties, scheduling, re-scheduling and other factors
which may cause the actual results, performance, estimates, projections,
resource potential and/or reserves, interpretations, prognoses, schedules or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such statements. Such factors include, among others, those described in the
Company’s annual reports on Form 40-F or Form 20-F on file with the U.S.
Securities and Exchange Commission.
For
Further Information Please Contact:
Canadian
Superior Energy Inc.
Suite
3200, 500 - 4th Avenue S.W.
Calgary,
Alberta, Canada T2P 2V6
Investor
Relations
Phone:
(403) 294-1411
Fax:
(403) 216-2374
www.cansup.com
SIGNATURES
Pursuant to the requirements 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.
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CANADIAN
SUPERIOR ENERGY INC.
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(Registrant)
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Date:
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February
11, 2010
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By:
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/s/
Robb Thompson
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Name:
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Robb
Thompson
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Title:
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Chief
Financial Officer
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