Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Foothills
Resources, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
34512E109
(CUSIP
Number)
Thomas
H. Horenkamp, Esq.
McGuireWoods
LLP
77
West Wacker Drive, Suite 4100
Chicago,
IL 60601
(312)
849-8100
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
April
6, 2006
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 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
disclosures provided in a prior cover page.
The
information required on 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).
CUSIP
NO. 34512E109
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher
P. Moyes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [
]
(b) [
]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
(See Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSONSHARES
|
7
|
SOLE
VOTING POWER
660,425
(See Item 5)
|
|
BY
EACH REPORTING PERSON
|
8
|
SHARED
VOTING POWER
3,742,825
(See
Item 5)
|
|
WITH
|
9
|
SOLE
DISPOSITIVE POWER
660,425
(See Item 5)
|
| |
10
|
SHARED
DISPOSITIVE POWER
3,742,825
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,403,250
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
(See
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.59%
(See Item 5)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Item
1 Security
and Issuer.
This
statement on Schedule 13D (this “Statement”) relates to shares of the common
stock, par value $0.001 per share (the “Shares”), of Foothills Resources, Inc.
(the “Company” or “Foothills”). Christopher P. Moyes is the beneficial owner of
4,403,250 Shares, consisting of: (i) direct beneficial ownership of 4,377,750
Shares; and (ii) warrants, exercisable within 60 days, to acquire an additional
25,500 shares at the exercise price of $1.00 per share, which expire on April
6,
2011.
The
principal executive offices of the Company are located at 4540 California
Avenue, Suite 550, Bakersfield, California 93309.
Item
2 Identity
and Background.
(a) This
Statement is filed by Christopher P. Moyes.
(b) The
business address for Mr. Moyes is 4540 California Avenue, Suite 550,
Bakersfield, California 93309.
(c) Mr.
Moyes
is the President of Moyes & Co., Inc. The
address of Moyes & Co., Inc. is 8235 Douglas Avenue, Suite 1221, Dallas, TX
75225.
(d) During
the past five years, Mr. Moyes has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During
the past five years, Mr. Moyes has not been a party to any civil proceeding
of a
judicial or administrative body of competent jurisdiction and Mr. Moyes is
not
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.
Moyes
is a citizen of the United Kingdom and a Permanent Resident of the United States
of America.
Item
3 Source
and Amount of Funds or Other Consideration.
On
April
6, 2006, Foothills, Brasada Acquisition Corp. (“Acquisition Sub”), a
wholly-owned subsidiary of Foothills and Brasada California, Inc. (“Brasada”)
entered into a Merger Agreement and Plan of Reorganization. On that date,
Acquisition Sub merged with and into Brasada, with Brasada remaining as the
surviving corporation and a wholly-owned subsidiary of Foothills (the “Merger”).
On the closing date of the Merger, the holders of Brasada’s issued and
outstanding capital stock before the Merger surrendered all of their issued
and
outstanding capital stock of Brasada and received 17,375,000 Shares.
Mr.
Moyes
is the General Partner of MMP LLP, one of the pre-Merger stockholders of
Brasada. In the Merger, MMP LLP received 4,343,750 Shares as consideration
and
Mr. Moyes was deemed the beneficial owner of these shares. Immediately following
the Merger, MMP LLP distributed the Shares it received in the Merger to certain
individuals, including Mr. Moyes, his wife and children, and other persons
affiliated with MMP LLP: Patrick DaPra, Peter Bastawros, Katherine Inskeep,
Qingdong Zhou, Jason Durst, Bentley Kerfoot, Deniz Binboga, Koroush Rastaghi,
Daniela Olvera and Carl Etheridge. Mr. Moyes and his family members directly
own
1,418,583 Shares, and the affiliates of MMP LLP own 2,925,167 Shares distributed
in the Merger. On April 6, 2006, the MMP LLP affiliates executed an irrevocable
proxy for one year, granting Mr. Moyes the sole voting power over all Shares
issued to MMP LLP as consideration in the Merger. Mr. Moyes is therefore deemed
the beneficial owner of all 4,343,750 Shares issued to MMP LLP in the Merger
and
immediately transferred to MMP LLP affiliates following the Merger.
Furthermore,
Mr. Moyes is the beneficial owner of 34,000 shares of the Company’s common stock
and warrants to purchase 25,500 shares purchased by Choregus Master Trust in
the
private offering to accredited investors conducted by the Company in connection
with the Merger, which closed on April 6, 2006. Mr. Moyes is the Trust Manager
and Executor of the Choregus Master Trust.
The
warrants are exercisable through April 6, 2011 for $1.00 per warrant share.
The
source of funds for this purchase of securities was Mr. Moyes’ personal
funds.
Item
4 Purpose
of Transaction.
Mr.
Moyes’ acquisition of the Shares described in the transactions set forth in Item
3 of this Schedule was for the purpose of investment. Mr. Moyes has no plans
and
knows of no proposals with respect to the Shares he beneficially owns that
would
relate to or result in any matter required to be described in response to
paragraphs (a) through (j) below:
(a) an
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company, other than the vesting of options
to
acquire Shares, granted to certain employees of the Company but which have
not
yet vested;
(b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or its subsidiary;
(c) a
sale or
transfer of a material amount of the Company's assets;
(d) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or fill any
existing vacancies on the board of directors, other than the board of directors'
election of Mr. Moyes, John L. Moran, and Frank P. Knuettel to fill certain
vacancies on the board of directors, and other prior changes that have been
publicly disclosed by the Company on Current Report on Form 8-K;
(e) any
material change in the present capitalization or dividend policy of the
Company;
(f) any
other
material change in the Company's corporate structure;
(g) any
changes to the Company's articles of incorporation, bylaws or instruments
corresponding thereto, or other actions which may impede the acquisition of
control of the Company;
(h) any
person causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a
class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) any
similar action.
Item
5 Interests
in Securities of the Issuer.
(a) As
of the
date of this Statement, Mr. Moyes is the beneficial owner of 4,403,250 Shares,
or approximately 9.59%, of the 45,883,009 Shares that are outstanding on the
date of this Schedule.
(b) Mr.
Moyes
has the sole voting and dispositive power over 660,425 of
the
Shares described in (a) above. Mr. Moyes has shared voting and dispositive
power
over 3,742,825 of the Shares described in (a) above of which 758,158 Shares
are
held by Mr. Moyes’ family members, 59,500 Shares are held by Choregus Master
Trust, and the remainder of the Shares are held by the MMP LLP transferees
named
in Item 3 who have granted Mr. Moyes an irrevocable proxy.
(c) The
Reporting Persons have not effected any transactions in the Shares during the
60
days prior to the date of this Statement, other than the transactions described
in Item 3 whereby Mr. Moyes, Choregus Master Trust, and the MMP LLP transferees
who have granted Mr. Moyes an irrevocable proxy, acquired the
Shares.
(d) Mr.
Moyes
shall receive dividends on the Shares held in his name. Dividends on Shares
held
by Choregus Master Trust and the MMP LLP transferees who have granted Mr. Moyes
an irrevocable proxy, shall be paid directly to such holders.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
In
connection with the Merger, Mr. Moyes and other former Brasada stockholders
entered into lock-up agreements with the Company dated April 6, 2006, whereby,
other than with the Company’s prior written consent, they would not sell any
securities of the Company acquired in exchange for their shares of Brasada
stock
until April 6, 2007. Mr. Moyes and the other Brasada stockholders are permitted
under the lock-up agreement only to engage in transactions during the lock-up
period involving shares that were acquired pursuant to the company’s stock
option plans, to transfer any or all of their shares to a family member for
estate planning purposes and to pledge the shares to secure bona fide
indebtedness.
The
transferees of the shares issued to MMP LLP in the Merger, named in Item 3,
have
agreed to be bound by the lock-up agreement and have executed irrevocable
proxies in favor of Mr. Moyes for the duration of the lock-up
period.
Item
7 Material
to be Filed as Exhibits.
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete
and
correct.
| |
|
|
| |
/s/
|
|
|
|
| Date:
April 27, 2006 |
By: |
/s/ Louis
W.
Zehil
|
| |
Christopher P. Moyes |
| |
By:
Louis W. Zehil, Attorney-in-fact |