0001178913-18-001218.txt : 20180420 0001178913-18-001218.hdr.sgml : 20180420 20180420115156 ACCESSION NUMBER: 0001178913-18-001218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180420 DATE AS OF CHANGE: 20180420 GROUP MEMBERS: NATALE REA (2013) FAMILY TRUST SUBJECT COMPANY: 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59277 FILM NUMBER: 18765610 BUSINESS ADDRESS: STREET 1: 609 CASTLE ROAD STREET 2: SUITE 335 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5122508692 MAIL ADDRESS: STREET 1: 609 CASTLE ROAD STREET 2: SUITE 335 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1346049 ONTARIO LTD CENTRAL INDEX KEY: 0001230588 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 ST. CLAIR AVENUE EAST STREET 2: 18TH FLOOR CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M4T 2S3 BUSINESS PHONE: 416 956 9615 MAIL ADDRESS: STREET 1: 22 ST. CLAIR AVENUE EAST STREET 2: 18TH FLOOR CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M4T 2S3 SC 13D/A 1 zk1821505.htm SC 13D/A


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 4)
 
Under the Securities Exchange Act of 1934
FieldPoint Petroleum Corporation

(Name of Issuer)
 
Common Stock, $.01 Par Value

(Title of Class of Securities)
 
316570100

(CUSIP Number)
 
 
2390530 Ontario Inc
Natale Rea (2013) Trust
c/o Derrick Divetta
9200 Weston Rd.
Piazza Villagio
P.O. Box 92030
Vaughan, Ontario
L4H 3J3
Canada
(905) 833-2265

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 2018

(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 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).
 

 

 
CUSIP No. 984332106
 
 
 
 
 
1
 
 
NAME OF REPORTING PERSON
 
2390530 Ontario Inc.
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
 
AF
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
SOLE VOTING POWER
 
0
 
8
 
 
SHARED VOTING POWER
 
744,212 (see Item 5)
 
9
 
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
 
SHARED DISPOSITIVE POWER
 
744,212 (see Item 5)
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
744,212 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.98 %
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
2

 
 
 
CUSIP No. 984332106
 
 
 
 
 
1
 
 
NAME OF REPORTING PERSON
 
Natale Rea (2013) Family Trust
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
 
AF
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
 
0
 
8
 
 
SHARED VOTING POWER
 
744,212 (see Item 5)
 
9
 
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
 
SHARED DISPOSITIVE POWER
 
744,212 (see Item 5)
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
744,212 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.98 %
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
3


Item 1. Security and the Issuer
 
This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D previously filed on August 21, 2015 (the "Original Schedule 13D"), Amendment No. 1 filed on September 24, 2015 ("Amendment No. 1"), Amendment No. 2 filed on October 13, 2015 ("Amendment No. 2") and Amendment No. 3 filed on May 4, 2016 ("Amendment No. 3")  and, together with the Original Schedule 13D, Amendment No. 1, Amendment no. 2, Amendment No. 3  and this Amendment No. 4, (the "Schedule 13D"). The Schedule 13D relates to the shares of Common Stock of FieldPoint Petroleum Corporation (the "Issuer"). Unless the context otherwise requires, references herein to the "Common Stock" are to such Common Stock of the Issuer. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. 
 
Item 4. Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 The Reporting Persons will continue to review their investment in the Issuer on an ongoing basis. As part of this investment review process, the Reporting Persons reserve the right to engage in discussions with management of the Issuer and with third parties that may have an interest in the business affairs of the Issuer in order to monitor their investment and consider possible strategic alternatives.

Depending upon such discussions and consideration of strategic alternatives, the Reporting Persons could undertake or support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other purposes, plans or proposals regarding the Issuer to the extent deemed advisable by the Reporting Persons in light of actions or inactions by the Board or Management, financial condition of the Company, current market conditions generally and specifically as they relate to the Issuer or other factors. The Reporting Persons further reserve the right to add to or reduce their holdings in the Issuer at any time as circumstances warrant or as deemed appropriate without prior notice.
 
On April 20, 2018, the Reporting Persons sent a letter to the Company's Board of Directors.

In the letter, the Reporting Persons stated that they believe that the primary reason for the Issuer's persistent poor operational and financial performance and declining stock price is its Management which has demonstrated a lack of both ability and willingness to take the necessary steps to reverse these negative trends. Accordingly, the Reporting Persons proposed not to renew Management's contracts upon expiration.

The letter stated that the Reporting Persons would like to engage in an open and constructive dialogue with the Board.

The letter also mentioned that the Reporting Persons' subsidiary, Trivista Operating LLC, holds interests in the Ranger and Taylor Serbin fields and has filed suit for non-payment by the Issuer of outstanding disputed invoices of $107,000 plus attorney fees and court costs on February 26, 2018.

The foregoing summary is qualified in its entirety by the full text of the letter, which is filed as Exhibit 99.1  to the Schedule 13D and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a) As of the date of this Schedule 13D, the Reporting Persons beneficially own 744,212  shares of Common Stock, all of which are directly held by 2390530 (the "Shares"). The Shares represent approximately 6.98% of the Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 10,669,229 shares of Common Stock outstanding as of March 30, 2018, as reported in the Issuer's Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on April 2, 2018.
 
 
4


 
Item 6. Contracts, Arrangements, Understandings Or Relationships with Respect to Securities of the Issuer
 
Except as described above in Item 4, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 
5


 
SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
 
Dated: April 20, 2018
2390530 Ontario Inc.
 
 
 
 
By:
/s/ Natale Rea
 
 
Name: Natale Rea
 
 
Title: President
 
 
 
Dated: April 20, 2018
Natale Rea (2013) Family Trust
 
 
 
 
By:
/s/ Natale Rea
 
 
Name: Natale Rea
 
 
Title: President
 
6

 
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1


Exhibit 99.1
 
April 20, 2018

Via Electronic and Certified Mail Return Receipt Requested

The Board of Directors
Fieldpoint Petroleum Corporation (the "Company")
609 Castle Ridge Road, #335
Austin, Texas  78746

RE: Fieldpoint Petroleum Corporation; Corporate Performance and Management.

Dear Members of the Board of Directors:
As you are aware, we hold a significant number of shares in the Company.  We are sending you this letter with respect to our beneficial ownership of shares of common stock of the Company. We express our deep concern about the Company's continuing poor performance, the delisting from the NYSE and the resulting decline in its stock price, which have resulted in a dramatic loss of shareholder value over the past several years. All this has happened despite improving crude oil prices. The purpose of this letter is to urge the Board of Directors of the Company to take immediate action to address the operational, financial and other issues identified in our letter and to invite the Board to engage in an open and constructive dialogue regarding the challenges facing the Company.
The Company's Continuing Poor Performance and Stock Price Decline Have Resulted in a Dramatic Loss of Shareholder Value
 The Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. For the year ended December 31, 2017, the Company had an operating loss of $1,112,597. For the year ended December 31, 2016, the Company had a net loss of $2,473,147 for the year ended December 31, 2016.
 The Company's deteriorating operational performance has created a drain on its cash, significantly limited its ability to raise traditional debt, impaired its growth prospects and eroded investor confidence.
 The Company was not in compliance with the NYSE MKT continued listing standards and received an official delisting notice on November 16, 2017. The Company's warrants were also delisted from the NYSE American (formerly NYSE MKT) on November 17, 2017, and then expired March 23, 2018.
 As the Company itself admits, the delisting resulted in the loss of share value and other advantages to an exchange listing, including marginability, blue sky exemptions and others.

 The Company's line of credit provides for certain financial covenants and ratios measured quarterly, which include a current ratio, leverage ratio, and interest coverage ratio requirements. Notably, the Company is out of compliance with all three ratios as of December 31, 2017, and is in default of the agreement.

 Furthermore, the borrowing base of the Company's  line of credit was redetermined on December 1, 2015, based on the value of proved reserves, and the borrowing base was reduced from $11 million to $5.5 million. As a result of the redetermination of the borrowing base, the Company had a borrowing base deficiency in the amount of $1,495,000 on December 1, 2015.  As an election under the Loan Agreement, the Company agreed to pay and cure the deficiency in three equal monthly installments of $498,333 each, due on December 31, 2015, January 31, 2016, and February 29, 2016. The Company then failed to make the required deficiency payments in January and February 2016.
 

 
 
In October 2016, the Company executed an amendment to the original loan agreement, which provided for Citibank's forbearance (the "Forbearance Agreement") from exercising remedies relating to the Company's defaults including the principal payment deficiencies.  On December 29, 2017 and March 30, 2018, further amendments were made which further burden the Company's operations. The eighth amendment to loan agreement and first amendment to the Forbearance Agreement do not inspire confidence in the management's ability to restore the Company to profitability.  Indeed, the recent filings with the Securities and Exchange Commission concede that absent additional funding, the Company may not be able to continue to operate.
Instead of focusing on developing a plan that would enable the Company to improve its operational and financial performance and reverse the continuing stock price decline, the Board and management have chosen to pursue questionable transactions that have resulted in further loss of shareholder value.
Notably, despite its deteriorating operational and financial performance, with its stock price reduced, and while the Company's shareholders have suffered from underperformance relative to the Company's peer group over every measurable period, its executive managers have not. Phillip H. Roberson, President, and CFO received in 2015, 2016 and 2017 the same annual salary of $200,000 plus stock awards plus a $6,000 car allowance.  Roger Bryant received $91,000 as director fees for 2016.
This is plainly excessive considering management's disappointing performance and the Company's small size. We note that there was no advisory vote on executive compensation in the 2017 annual meeting of stockholders. 

Immediate Changes are Necessary to Preserve Shareholder Value
We strongly believe that the Company needs to take immediate action to achieve revenue growth, improve corporate governance, reverse the continuing stock price decline and preserve and enhance shareholder value. We have proposed several measures that we believe would enable the Company to improve its financial and operational performance and bring its corporate governance in line with best practices. Among other things, our proposal includes the following:
 
 
 
Replace the Management.  Given the poor recent performance, the tenuous situation with the Company's lender, the recent delisting and suspense of shares and overall lack of performance, it is clear that the existing management is either unable or unwilling to take those steps necessary to ensure the Company's preservation in this market.  Given the foregoing, the retention of current management does not appear to be in the best interest of the Company and its shareholders, and it is our position that the contracts of current management should not be renewed upon expiration.
We are long-term shareholders of the Company. Each of us has had a long history with the Company and has a vested interest in its success. Having watched the Board's inability and unwillingness to address the operational, financial and corporate governance issues facing the Company, we can no longer sit silent. For far too long the Company has been mired with poor performance, insufficient Board accountability and lack of competent leadership. We are also current involved in litigation with the Company. As the Company previously reported, our subsidiary, Trivista Operating LLC, holds interests in the Ranger and Taylor Serbin fields and has filed suit for non-payment by the Company of outstanding disputed invoices of $107,000 plus attorney fees and court costs on February 26, 2018.
We again urge the Board to take its responsibilities seriously and give due consideration to our proposal. We would like to engage in open and constructive discussions with the Board regarding our proposal  and ways to improve the Company's performance and corporate governance.

Please ensure that all members of the Board receive this letter. We will be filing a copy of this letter as an exhibit to an amendment to our Schedule 13D, as required by the applicable SEC rules.
 
Sincerely,
 
/s/ Natale Rea