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)
(Title
of
Class of Securities)
(CUSIP
Number)
Thomas
H. Horenkamp, Esq.
McGuireWoods
LLP
77
West Wacker Drive, Suite 4100
Chicago,
IL 60601
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(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. o
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).
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1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis
B. Tower
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
(See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
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7
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SOLE
VOTING POWER
4,899,219
(See Item 5)
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BY
EACH REPORTING PERSON
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8
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SHARED
VOTING POWER
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WITH
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9
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SOLE
DISPOSITIVE POWER
4,899,219
(See Item 5)
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,899,219
(See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
(See
Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.63%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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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”). Dennis B. Tower is the beneficial owner of
4,899,219 Shares, consisting of: (i) direct ownership of 4,711,719 Shares;
(ii)
warrants to acquire an additional 112,500 Shares at the exercise price of $1.00
per share, exercisable until April 6, 2011; and (iii) options, exercisable
within 60 days, to acquire an additional 75,000 shares at the exercise price
of
$0.70 per share, which expire on April 6, 2016.
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 Dennis B. Tower.
(b) The
business address for Mr. Tower is 4540 California Avenue, Suite 550,
Bakersfield, California 93309.
(c) Mr.
Tower
is the Chief Executive Officer of the Company.
(d) During
the past five years, Mr. Tower has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During
the past five years, Mr. Tower has not been a party to any civil proceeding
of a
judicial or administrative body of competent jurisdiction and Mr. Tower 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.
Tower
is a citizen 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. As a former shareholder
of Brasada, Mr. Tower received 4,561,719 Shares as consideration in the
Merger.
In
addition, Mr. Tower purchased an additional 150,000 Shares and the warrants
to
acquire 112,500 Shares in the Company's private placement offering of Shares
and
warrants which closed on April 6, 2006. The source of funds for this purchase
of
Shares and warrants was Mr. Tower's personal funds.
Furthermore,
as consideration for Mr. Tower's employment as Chief Executive Officer of the
Company, he was granted, on April 6, 2006, options to acquire 300,000 Shares.
Of
this amount, 75,000 vested immediately on April 6, 2006. No other options will
vest within 60 days of this Statement. The consideration for these options
was
Mr. Tower's services to the Company in connection with his employment.
Item
4 Purpose
of Transaction.
Mr.
Tower's acquisition of the Shares described in the transactions set forth in
Item 3 of this Schedule was for the purpose of investment. Mr. Tower 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 John L. Moran, Christopher P. Moyes and Frank P. Knuettel on April
18, 2006 to fill certain vacancies on the board of directors, and other prior
changes that have been publicly disclosed by the Company on Current Reports
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 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. Tower is the direct beneficial owner of 4,899,219
Shares, or approximately 10.63%, of the 45,883,009 Shares that are outstanding
on the date of this Schedule.
Mr.
Tower
may have the right to acquire beneficial ownership of an additional 225,000
Shares with the passage of time upon the vesting of options that were granted to
him on April 6, 2006. However, these options are not exercisable within 60
days
of this Schedule, and Mr. Tower will forfeit the options in the event that
he is
no longer employed by the Company.
(b) Mr.
Tower
has the sole voting and dispositive power over all of the Shares described
in
(a) above.
(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. Tower acquired the Shares.
(d) No
person
other than Mr. Tower has the right to receive or the power to direct the receipt
of dividends from, and the proceeds from the sale of, the Shares.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
In
connection with the Merger, Mr. Tower 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. Tower 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.
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.
Date:
April 21, 2006
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/s/ Dennis
B. Tower |
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Name:
Dennis
B. Tower |
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