Energy Services Acquisition Corp. - Statement of Beneficial Ownership (SC 13D)
13 Agosto 2008 - 12:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)(1)
Energy Services Acquisition Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
29271Q 10 3
(CUSIP Number)
Douglas V. Reynolds
2450 First Avenue
Huntington, WV 25703
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
August 8, 2008
(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 ss.240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
(1)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 or otherwise subject to the liabilities of that Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 31969M 10 5 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Douglas V. Reynolds
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 841,924
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EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
841,924
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,924
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 31969M 10 5 Page 3 of 9 Pages
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Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
This statement relates to the common stock, par value $0.0001 per share
(the "Common Stock"), of Energy Services Acquisition Corp. ("Issuer"). It
includes 76,924 warrants to purchase shares of common stock exercisable within
60 days of this statement. The address of the principal executive office of the
Issuer is 2450 First Avenue, Huntington, West Virginia 25703.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
This statement is being filed by Douglas V. Reynolds as the beneficial
owner of 765,000 shares of Common Stock and 76,924 Warrants to purchase shares
of common stock exercisable within 60 days of this statement, or 7.8% of the
would-be outstanding shares of Common Stock, assuming exercise of all warrants.
(a) Name:
Douglas V. Reynolds
(b) Residence or Principal Address:
Douglas V. Reynolds
2450 First Avenue
Huntington, West Virginia 25703
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
Chairman
C. J. Hughes Construction Company, Inc.
2450 First Avenue
Huntington, West Virginia 25703
Director
Portec Rail Products, Inc.
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CUSIP NO. 31969M 10 5 Page 4 of 9 Pages
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900 Old Freeport Road
Pittsburgh, Pennsylvania 15238
Attorney at Law
Reynolds & Brown PLLC
703 Fifth Avenue
Huntington, West Virginia 25701
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case:
Douglas V. Reynolds has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors.)
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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; and, if so, identify and
describe such proceedings and summarize the terms of such
judgment, decree or final order; and
Douglas V. Reynolds has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not, as a result of such
proceeding, been 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) Citizenship.
Douglas V. Reynolds is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and filed such request, naming such
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CUSIP NO. 31969M 10 5 Page 5 of 9 Pages
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bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Mr. Reynolds purchased the shares of Common Stock with his personal funds.
Item 4. Purpose of the Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
Mr. Reynolds is an Initial Stockholder of the Issuer.
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
None.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
Mr. Reynolds is an Initial Stockholder of the Issuer, a blank check
company formed for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition or other similar business
combination, an operating business. The Issuer, its management or
board of directors is in the process of acquiring two businesses, C.J.
Hughes Construction Company, Inc. and ST Pipeline, Inc. Mr. Reynolds
is the Chairman of the Board, and a shareholder of C.J. Hughes
Construction Company, Inc.
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
None.
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
None.
(e) Any material change in the present capitalization or dividend policy
of the issuer;
None.
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
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CUSIP NO. 31969M 10 5 Page 6 of 9 Pages
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None.
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
None.
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
None.
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
None.
(j) Any action similar to any of those enumerated above.
None.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above-mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
As of the date hereof, Douglas V. Reynolds owns 765,000 shares of
Common Stock and 76,924 Warrants to purchase shares of common stock
exercisable within 60 days of this statement, or 7.8% of the would-be
outstanding shares of Common Stock, assuming exercise of all warrants.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or direct the vote, sole power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
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CUSIP NO. 31969M 10 5 Page 7 of 9 Pages
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See paragraph (a).
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (ss..13d-191), whichever is less, by the
persons named in response to paragraph (a).
The following transactions were effected by or on behalf of the
Douglas V. Reynolds during the past sixty days:
Date Shares Price
---- ------ -----
8/8/08 335,000 $5.97
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
The shares of Common Stock owned by Mr. Reynolds are subject to a
lock-up voting agreement pursuant to a Letter Agreement, dated April
4, 2006, among Mr. Reynolds, the Issuer and Ferris, Baker Watts,
Incorporated. If the Issuer solicits approval of its stockholders of a
business combination, Mr. Reynolds will vote all shares of Common
Stock acquired by him (i) prior to the IPO, (ii) in the IPO and (iii)
in the aftermarket in accordance with a majority of the shares voted
by the public shareholders in the IPO and waive any redemption rights
he might have with respect to certain of such shares.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) ss.240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
control, liquidation, sale of assets, merger, or change in business or corporate
structure or any other matter as disclosed in Item 4; and (3) the transfer or
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CUSIP NO. 31969M 10 5 Page 8 of 9 Pages
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voting of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
The following item is attached as an exhibit to this report:
Exhibit 99.1 Letter Agreement between Douglas V. Reynolds, the
Issuer and Ferris, Baker Watts (incorporated by
reference to Exhibit 10.1 of the Registration Statement
(Registration Number 333-133111) on Form S-1 as filed on
April 7, 2006, as amended).
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CUSIP NO. 31969M 10 5 Page 9 of 9 Pages
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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.
Date: August 12, 2008
/s/ Douglas V. Reynolds
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Douglas V. Reynolds
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Grafico Azioni Energy Services of America Corp. (AMEX:ESA)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Energy Services of America Corp. (AMEX:ESA)
Storico
Da Lug 2023 a Lug 2024