- Post-Effective Amendment to Registration Statement (POS AM)
13 May 2009 - 4:38AM
Edgar (US Regulatory)
Registration No.: 333-137925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOOTHILLS RESOURCES, INC.
(Name of Registrant as Specified in its Charter)
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Nevada
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1311
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98-0339560
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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4540 CALIFORNIA AVENUE, SUITE 550
BAKERSFIELD, CALIFORNIA 93309
(661) 716-1320
(Address and Telephone Number of Registrants Principal Executive Offices)
DENNIS B. TOWER
CHIEF EXECUTIVE OFFICER
4540 CALIFORNIA AVENUE, SUITE 550
BAKERSFIELD, CALIFORNIA 93309
(661) 716-1320
(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
C.N. FRANKLIN REDDICK, III, ESQ.
AKIN GUMP STRAUSS HAUER & FELD LLP
2029 CENTURY PARK EAST, SUITE 2400
LOS ANGELES, CALIFORNIA 90067
(310) 229-1000
Approximate Date of Commencement of Proposed Sale to the Public: From time to time as determined by
the selling stockholders after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.
þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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Deregistration of Securities
On June 23, 2008, Foothills Resources, Inc., a Nevada corporation (the Company), filed
a Registration Statement on Form S-1, File No. 333-137925 (the Registration Statement),
registering 48,700,960 shares of the Companys common stock, par value $0.001 per share (the
Common Stock) and warrants to acquire 20,597,532 shares of Common Stock. This Post-Effective
Amendment No. 2 is being filed to deregister all shares of Common Stock registered under the
Registration Statement that remain unissued.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements of filing
on Form S-1 and authorized this Post-Effective Amendment No. 2 to its registration statement to be
signed on its behalf by the undersigned, in Bakersfield, California on May 11, 2009.
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Foothills Resources, Inc.
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By:
Name:
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/s/ Dennis B. Tower
Dennis B. Tower
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Title:
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Chairman of the Board and Chief Executive Officer
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In accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed by the following persons in the capacities and on the dates
stated:
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Name
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Position
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Date
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/s/ Dennis B. Tower
Dennis B. Tower
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Chairman of the Board and Chief
Executive Officer, Director
(Principal Executive Officer)
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May 11, 2009
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/s/ John L. Moran
John L. Moran
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President, Director
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May 11, 2009
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/s/ W. Kirk Bosché
W. Kirk Bosché
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Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)
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May 11, 2009
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/s/ John A. Brock
John A. Brock
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Director
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May 11, 2009
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Director
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Ralph J. Goehring
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Director
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May 11, 2009
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Frank P. Knuettel
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Director
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May 11, 2009
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David A. Melman
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Director
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May 11, 2009
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Christopher P. Moyes
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