-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CHe1ixLWFhJbxDhZsmPeaR9DX+Y+dWuAxtHugA8j/hVSYZoJu/e1zsA/XtTzy1I1 YwevDK3nvcH60yWfyLfoAw== 0001014108-06-000192.txt : 20060721 0001014108-06-000192.hdr.sgml : 20060721 20060721123545 ACCESSION NUMBER: 0001014108-06-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST RESOURCE CORP CENTRAL INDEX KEY: 0000775351 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880182808 STATE OF INCORPORATION: NV FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40006 FILM NUMBER: 06973549 BUSINESS ADDRESS: STREET 1: 701 EAST MAIN STREET STREET 2: P.O. BOX 100 CITY: BENEDICT STATE: KS ZIP: 66714 BUSINESS PHONE: (316)698-2250 MAIL ADDRESS: STREET 1: P.O. BOX 100 STREET 2: 701 EAST MAIN STREET CITY: BENEDICT STATE: KS ZIP: 66714 FORMER COMPANY: FORMER CONFORMED NAME: HYTK INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIGITEL OF LAS VEGAS INC DATE OF NAME CHANGE: 19870602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASH JERRY D CENTRAL INDEX KEY: 0001171452 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5901 N WESTERN AVE STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058409894 MAIL ADDRESS: STREET 1: 5901 N WESTERN AVE STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73116 SC 13D/A 1 qr-sch13da_7228975.txt AMENDMENT NO. 2 JULY 17 2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Quest Resource Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 748349107 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Jerry D. Cash Quest Resource Corporation 9520 N. May Avenue, Suite 300 Oklahoma City, Oklahoma 73120 405-488-1304 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 17, 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 ss.ss. 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 Rule 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). (Continued on following page(s)) 1 - -------- ----------------------------------------------------------------------- CUSIP No. 748349107 - -------- ----------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Jerry D. Cash - -------- ----------------------------------------------------------------------- (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): PF, OO - -------- ----------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] - -------- ----------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: USA - -------- ----------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,264,929 SHARES ---- ------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ---- ------------------------------------------------- WITH (9) SOLE DISPOSITIVE POWER 1,270,037 ---- ------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,270,037 - -------- ----------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): |X| - -------- ----------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11): 5.7% - -------- ----------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (See Instructions): IN - -------- ----------------------------------------------------------------------- 2 EXPLANATORY NOTE On October 11, 2005, Jerry D. Cash filed a Schedule 13D (the "Initial 13D") with the Securities and Exchange Commission ("SEC") and amendment No. 1 on October 14, 2005. This Amendment No. 2 to Schedule 13D supplements the information contained in the Schedule 13D in order to reflect the expiration of certain voting agreements with certain other Quest Resource Corporation (the "Corporation") stockholders with respect to voting the Corporation's common stock, the entering into a Rule 10b5-(1)(c) trading plan by Mr. Cash and the purchase of an additional 1,000 shares of the Corporation's common stock. To the extent not otherwise amended or modified in this Amendment No. 2 to Schedule 13D, the information set forth in the Initial 13D, as amended by Amendment No. 1, is incorporated by reference herein. ITEM 1. SECURITY AND ISSUER. No change. ITEM 2. IDENTITY AND BACKGROUND. No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No change. ITEM 4. PURPOSE OF TRANSACTION. Item 4(a) is hereby supplemented with the following information: On July 17, 2006, Jerry Cash entered into a purchase trading plan agreement (the "Purchase Trading Plan Agreement") with Capital West Securities, a registered broker-dealer, effective as of June 17, 2006, for the purpose of establishing a trading plan to effect purchases of Shares of the Corporation in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. Mr. Cash has not issued any instructions under the Purchase Trading Plan Agreement, but may do so in the future based on his assessment at that time of the value of the Corporation's common stock relative to the market price. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), (b) and (c) are hereby amended and restated to read as follows: (a) The aggregate number and percentage of the Corporation's common stock deemed to be beneficially owned by each of the reporting persons is described on the cover page, subject to the limitations described in the Schedule 13D. The percentages are based on information supplied by the Corporation that it has 22,072,383 shares of common stock outstanding as of May 12, 2006. Excludes 200 shares owned by Mr. Cash's spouse, of which he disclaims beneficially ownership. 3 (b) The aggregate number and percentage of the common stock as to which each of the reporting persons has sole voting power, shared voting power, sole dispositive power, and shared dispositive power is described on the cover page, subject to the limitations described in the Schedule 13D. The percentages are based on information supplied by the Corporation that it has 22,072,383 shares of common stock outstanding as of May 12, 2006. As reported in the Initial 13D, on September 30, 2005, Mr. Cash sold 1,138,678 shares of the Corporation's common stock in a private transaction. This private transaction consisted of a sale of 569,339 shares of the Corporation's common stock to certain funds managed by Fondren Management LP ("Fondren") and 569,339 shares to certain funds managed by Third Point LLC ("Third Point"). On October 14, 2005, Mr. Cash entered into a voting agreement with each of Fondren and Third Point, pursuant to which, on any matter presented at a meeting of the Corporation's stockholders for a vote, each of Fondren and Third Point agreed to vote 569,339 shares of the Corporation's common stock held by each of them as directed in writing by Mr. Cash. In the absence of any such written direction by Mr. Cash, each of Fondren and Third Point agreed to abstain from voting the 569,339 shares of the Corporation's common stock held by each of them. Each of these voting agreements between Mr. Cash and each of Fondren and Third Point expired by their terms on March 31, 2006. (c) Mr. Cash purchased 1,000 shares in the open market on July 14, 2006 for $11.75 per share. ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Item 6 is hereby amended to add the following: On July 17, 2006, but effective as of June 17, 2006, Mr. Cash and Capital West Securities entered into the Purchase Trading Plan Agreement (as defined and described in Item 4). A copy of the Purchase Trading Plan Agreement is attached as an exhibit hereto and incorporated herein by reference. The voting agreements between Mr. Cash and each of Fondren and Third Point discussed under Item 5(b) above expired on March 31, 2006. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1.* Promissory Note, dated September 30, 2005, issued by Jerry D. Cash for the benefit of Douglas L. Lamb 2.* Pledge Agreement, dated September 30, 2005, by and among Jerry D. Cash, Sherrie Cash, and Douglas L. Lamb 3. Purchase Trading Plan Agreement by and between Jerry Cash and Capital West Securities dated as of June 17, 2006. - ------------------------ * Previously filed. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 21, 2006 /s/ ----------------------------- Jerry D. Cash 5 EX-3 2 qr-ex3_7228975.txt PURCHASE TRADING PLAN AGREEMENT PURCHASE TRADING PLAN AGREEMENT WHEREAS, Jerry D. Cash (the "Purchaser") desires to purchase, from time to time, certain shares (the "Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of Quest Resource Corporation, a Nevada corporation (the "Company"). WHEREAS, the Purchaser desires to enter into this agreement for the purpose of establishing a trading plan to make purchases of Shares of Common Stock in compliance with all applicable laws, including, but not limited to, Section 10(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. References herein to this "Agreement" refer to this agreement and specifically include the trading plan described herein. NOW, IT IS AGREED, as of this 17th day of June 2006 by the Purchaser and Capital West Securities (the "Broker") as follows: Section 1. Terms of Purchase. ----------------- (a) The Purchaser desires that the Broker effect purchases of the Shares on its behalf in accordance with trading requirements adopted by the Purchaser and to be delivered in writing to the Broker by separate letter (the "Initial Trading Instructions"). The trading requirements adopted by the Purchaser are referred to herein as the "Program Period." (b) In furtherance of Section 1(a) hereof, the Purchaser directs the Broker to purchase, in customary brokerage transactions, the Shares, for the Purchaser's account or accounts, in the Broker's sole discretion as to execution and timing, subject to the condition that as of the time of any purchase of Shares, any individual employee of the Broker making the Broker's investment decisions on behalf of the Purchaser shall not be in possession of or aware of material nonpublic information relating to the Company's business, operations or prospects or the value of the Common Stock ("Material Nonpublic Information"). (c) Notwithstanding the foregoing, the Broker shall not purchase Shares at any time when the Broker, in its sole discretion, shall have determined that such purchase would violate applicable law, including, without limitation, Section 10(b) of the 1934 Act and the rules and regulations promulgated thereunder and Section 5 of the Securities Act of 1933, as amended (the "1933 Act"). (d) The Purchaser agrees that, during the Program Period, it shall not exercise any subsequent influence over how, when or whether to effect purchases of the Shares, except that the Purchaser may amend this Agreement as set forth in Section 3 hereof. Each of the Purchaser and the Broker agree that it will not discuss with the other the Company's business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to purchase the Shares. Notwithstanding the preceding sentence, with the approval of counsel to the Broker, the Purchaser may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of the trading plan set forth in this Agreement. Section 2. Representations, Warranties and Covenants. ----------------------------------------- (a) The Purchaser represents, warrants and covenants to the Broker as follows: (i) During the term of this Agreement, the Purchaser will not engage, and will not cause others to engage on behalf of the Purchaser, in any transactions other than purchases of Shares pursuant to this Agreement; provided that the Purchaser complies with Rule 16b-3 under the 1934 Act in connection with any such exercise and the related securities) involving any security into which the Common Stock is convertible or any other related security or derivative, including, without limitation, corresponding or hedging transactions with respect to the Common Stock. The Purchaser also agrees not to enter into any binding contract with respect to any transactions described in the preceding sentence. (ii) The Purchaser will at all times, in connection with the performance of this Agreement, comply with all applicable laws, including, without limitation, Section 16 of the 1934 Act and the rules and regulations promulgated thereunder. (iii) The Purchaser agrees to provide such additional information and to execute such additional documents or instruments as may be reasonably requested by the Company or the Broker in connection with the performance of this Agreement and to confirm compliance with applicable law. (iv) The Company's Compliance Officer has approved this Agreement. (v) This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and general principles of equity, and as rights to indemnity hereunder may be limited by applicable law. The Shares are not subject to any liens, security interests or other impediments to transfer, nor is there any litigation, arbitration or other proceeding pending, or to the Purchaser's knowledge threatened, that would prevent or interfere with the purchase of the Shares under this Agreement. (b) The Broker represents, warrants and covenants to the Purchaser as follows: (i) The Broker has implemented reasonable policies and procedures, taking into consideration the nature of the Broker's business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or causing any purchase or sale, of any security as to which the Broker has 2 Material Nonpublic Information, as well as those that prevent such individuals from becoming aware of or in possession of such Material Nonpublic Information. (ii) In connection with all purchases of Shares, the Broker shall deliver to the Purchaser and the Company by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that the Broker possesses such information) for the Purchaser and/or the Company to make all required Form 4 and 5 filings, as required by Section 16(a) of the 1934 Act with regard to purchases made pursuant to this Agreement. The information shall be delivered to the Company, to the attention of the Company's Compliance Officer, by facsimile at (405) 488-1156 or by electronic mail at dgrose@qrcp.net, or such other facsimile number or electronic mail address designated in writing by the Company. (iii) This Agreement constitutes the legal, valid and binding obligation of the Broker enforceable against the Broker in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors' rights and general principles of equity, and as rights to indemnity hereunder may be limited by applicable law. Section 3. Amendments. This Agreement (including the Initial Trading Instructions) may not be amended by the parties hereto, except as follows: The parties hereto may amend the provisions of this Agreement (including the Initial Trading Instructions) upon notice to the Company; provided that at the time of such amendment, the Purchaser was not in possession of or aware of Material Nonpublic Information and only upon the written consent of the Company's General Counsel (or his/her designee). Any modification by the Purchaser will be made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1. The amended Agreement or Initial Trading Instructions, as the case may be, shall not take effect until 90 days after the amendment is adopted. During the 90 day period between the adoption date of the amendment and the effective date of the amendments, the unmodified Agreement or Initial Trading Instructions, as the case may be, will remain in effect. Section 4. Termination. This Agreement shall terminate upon the earlier to occur of the following: (a) The close of business on September 30th, 2006; or (b) The Broker purchases the maximum number of Shares allowable under the Initial Trading Instructions, as may be amended as provided in Section 3 hereof; or (c) The Agreement is terminated by either party immediately upon receipt of written notice to the other party; provided, however, that with respect to any termination by the Purchaser pursuant to this Section 4(c) at the time of such termination, the Purchaser was not in 3 possession of or aware of Material Nonpublic Information and such termination was made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1; or (d) Any purchase effected pursuant to this Agreement that violates (or in the opinion of counsel to the Company or the Broker is likely to violate) Section 16 of the 1934 Act, any other provision of the Federal securities laws or regulations adopted by the U.S. Securities and Exchange Commission thereunder, or any other applicable Federal or State law or regulation; or (e) The Purchaser materially breaches its obligations under this Agreement; or (f) The Purchaser and/or the Company enter into a contract that prevents or materially restricts purchases by the Purchaser under this Agreement. If the Agreement is terminated pursuant to this Section 4 and a new purchase trading plan agreement with respect to purchases of the Purchaser's Common Stock is entered into with the Broker or any other person, the Purchaser hereby agrees that the new purchasing trading plan will not take effect until 90 days after its adoption. Section 5. Indemnification And Limitation on Liability; No Tax, Accounting or Legal Advice. (a) The Purchaser agrees to indemnify and hold harmless the Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees and costs) arising out of or attributable to: (i) any material breach by the Purchaser of this Agreement (including the Purchaser's representations and warranties), (ii) any violation by the Purchaser of applicable laws or regulations and (iii) any action taken by the Broker in good faith and without negligence pursuant to this Agreement. This indemnification will survive the termination of this Agreement. (b) Notwithstanding any other provision herein, the Broker will not be liable to the Purchaser for: (i) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, and Loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not Limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God." (c) The Purchaser acknowledges and agrees that the Broker has not provided the Purchaser with any tax, accounting or legal advice with respect to this Agreement. Section 6. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to such State's conflict of laws rules. Section 7. Entire Agreement. This Agreement constitutes the entire agreement 4 between the parties hereto with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral. Section 8. Assignment. This Agreement and each party's rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party's successors and permitted assigns, whether by merger, consolidation or otherwise. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. /s/ Jerry D. Cash ---------------------------------- Jerry D. By: /s/ Grant Burget ----------------------------- Name: Grant Burget ------------ Title: Vice President Sales -------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----