-----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, VUHLXiDu+LXNW+xeQtib7M/RPKTcfubaiFH8vUf4/rId1oOaSKtHpDU6ld89p9DY 1ozFWyYo1OyBAQwNQ4zVHg== 0001011034-09-000029.txt : 20090317 0001011034-09-000029.hdr.sgml : 20090317 20090317180942 ACCESSION NUMBER: 0001011034-09-000029 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BASIC EARTH SCIENCE SYSTEMS INC CENTRAL INDEX KEY: 0000010254 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840592823 STATE OF INCORPORATION: DE FISCAL YEAR END: 0204 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34092 FILM NUMBER: 09689256 BUSINESS ADDRESS: STREET 1: 633 SEVENTEENTH STREET STREET 2: SUITE 1645 CITY: DENVER STATE: CO ZIP: 80202-3625 BUSINESS PHONE: 303-296-3076 MAIL ADDRESS: STREET 1: 633 SEVENTEENTH STREET STREET 2: SUITE 1645 CITY: DENVER STATE: CO ZIP: 80202-3625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIELDPOINT PETROLEUM CORP CENTRAL INDEX KEY: 0000316736 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840811034 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1703 EDELWEISS DRIVE STREET 2: STE 301 CITY: CEDAR PARK STATE: TX ZIP: 78613 BUSINESS PHONE: 5122508692 MAIL ADDRESS: STREET 1: 1703 EDELWEISS DRIVE CITY: CEDAR PARK STATE: TX ZIP: 78613 SC TO-T/A 1 scheduletoamend1.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE TO - T/A


Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Amendment No. 1


BASIC EARTH SCIENCE SYSTEMS, INC.

(Name of Subject Company)


FIELDPOINT PETROLEUM CORPORATION

(Names of Filing Persons (Offeror and Issuer)

Common Shares, $.01 par value
(Title of Class of Securities)

_______316570 10 0_______
(CUSIP Number of Class of Securities)



Ray D. Reaves, President, Chief Executive Officer &

Chief Financial Officer

1703 Edelweiss Drive

Cedar Park, TX  78613

(512) 250-8692

( Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)


CALCULATION OF FILING FEE*

  

  

  

  

  

  

  

  

Transaction Valuation*

  

  

Amount of Filing Fee**

  

  

$11,352,631

  

  

$446.16

  

  


  

  

  

*

  

Calculated solely for purposes of determining the filing fee. This amount is based on the purchase of 17,465,585 common shares at the maximum tender offer price of $0.65 per share.

  

  

**

  

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $39.30 per $1,000,000 of the value of the transaction.


x

 

  

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  

  

  

  

Amount Previously Paid:  $446.16  Filing Party:   FieldPoint Petroleum Corporation







  

  

  

  

Form or Registration No.:    S-4         Date Filed:      January 15, 2009                

  

  

x

  

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


Check the appropriate boxes below to designate any transactions to which the statement relates:


x

 

  

third-party tender offer subject to Rule 14d-1.

  

  

o  

  

issuer tender offer subject to Rule 13e-4.

  

  

o

  

going-private transaction subject to Rule 13e-3.

  

  

o

  

amendment to Schedule 13D under Rule 13d-2.


Check the following box if the filing is a final amendment reporting the results of the tender offer:      o







Items 1 through 9, and Item 11.

 

This Amended Tender Offer Statement on Schedule TO is filed by FieldPoint Petroleum Corporation, a Colorado corporation (“FieldPoint”).  


FieldPoint Petroleum Corporation (“FieldPoint”) announced today that it is terminating its effort to tender its shares for shares of Basic Earth Science Systems, Inc. (OTCBB:  BSIC.OB).


FieldPoint has filed with the SEC a Form RW requesting the withdrawal of its registration statement on Form S-4 filed January 15, 2009, relating to the FieldPoint common stock to be issued to holders of Basic common stock in the formerly proposed exchange offer.


FieldPoint has also issued a press release related to the foregoing on March 16, 2009.  A copy of the press release is filed herewith as Exhibit 99.1



10. Financial statements.


Not applicable.



12. Exhibits.

  

  

  

  


 

 

  

99.1

 

Press Release dated March 16, 2009.

 

  

   


13.  

 

Information Required by Schedule 13E-3

  

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amended Schedule TO is true, complete and correct.

  

  

  

  

  

 

  

By:  __/s/ Ray Reaves____

Name:    Ray Reaves

  

  

 

  

Title:      President, Chief Executive Officer and

               Chief Financial Officer

  

  

 

  

 

  

  

Date: March 16, 2009

  

  

  

  




 EX-99.1 2 pressreleaseterminateofferv2.htm              FIELDPOINT PETROLEUM TERMINATES TENDER OFFER

             FIELDPOINT PETROLEUM TERMINATES TENDER OFFER


AUSTIN, TX – (BUSINESS WIRE) – March 16, 2009- FieldPoint Petroleum Corporation (AMEX:FPP) today announced that it has terminated its plans to offer its shares for shares of Basic Earth Science Systems, Inc. (OTCBB: BSIC.OB).  The decision was made after completing an assessment of its alternatives and the viability of its proposed tender in light of the adoption by Basic’s Board of Directors of a Shareholder Rights Plan, commonly referred to as a Poison Pill.


Ray Reaves, President of FieldPoint stated “On December 8, 2008, we met with members of Basic’s board, hoping that they could see the value in combining our two companies.  We were disappointed that they chose to adopt a Poison Pill, which renders any exchange offer unviable.  As in the past, we will continue to pursue all opportunities to build value for our shareholders.”   


Concurrently with this announcement, FieldPoint is filing an application with the SEC requesting that its Registration Statement on Form S-4 be withdrawn.

About FieldPoint Petroleum Corp. www.fppcorp.com

FieldPoint Petroleum Corporation is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas and Wyoming.

This press release may contain projection and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Any such projections or statement reflect the company’s current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such projections will be achieved and that actual results could differ materially from those projected. A discussion of important factors that could cause actual results to differ from those projected, such as decreases in oil and gas prices and unexpected decreases in oil and gas production is included in the company’s periodic reports filed with the Securities and Exchange Commission (at www.sec.gov).

Contact: Ray D. Reaves, President (512)250-8692 or fppc@ix.netcom.com





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