UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
RING ENERGY, INC.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
76680V108
(CUSIP
Number)
Dr. Simon G. Kukes
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 10, 2020
(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 §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).
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Cusip No. 76680V108
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Schedule 13D/A
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Page 2 of 6
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1
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NAME OF
REPORTING PERSONS
Dr. Simon G. Kukes
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
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NUMBER
OF
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7
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SOLE
VOTING POWER
6,600,180
shares of Common Stock
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
6,600,180
shares of Common Stock
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,600,180
shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not
applicable.
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
of the Issuer’s outstanding Common Stock(1)
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14
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TYPE OF
REPORTING PERSON
IN
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(1)
Based on the number of outstanding shares of Common Stock set forth
on the cover page of the Issuer’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2020, as filed with the
Securities and Exchange Commission on November 9,
2020.
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Cusip No. 76680V108
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Schedule 13D/A
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Page 3 of 6
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1
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NAME OF
REPORTING PERSONS
J.
Douglas Schick
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
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NUMBER
OF
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7
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SOLE
VOTING POWER
7,500 shares of Common Stock
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
7,500 shares of Common Stock
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not Applicable
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*% of
the Issuer's outstanding Common Stock (1)
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14
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TYPE OF
REPORTING PERSON
IN
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* Less
than 0.1%.
(1)
Based on the number of outstanding shares of Common Stock set forth
on the cover page of the Issuer’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2020, as filed with the
Securities and Exchange Commission on November 9,
2020.
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Cusip No. 76680V108
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Schedule 13D/A
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Page 4 of 6
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This Amendment No. 7 (the
“Amendment”)
amends and supplements the Schedule
13D filed with the
Securities and Exchange Commission (the “Commission”)
on October 21, 2019, by Dr. Simon G. Kukes, Mr. John J. Scelfo (no
longer a member of the Reporting Group), Mr. Ivar Siem (no longer a
member of the Reporting Group),
and Mr. J. Douglas
Schick, as amended by Amendment No. 1 thereto filed
on February 18,
2020 (“Amendment No.
1”), Amendment No. 2
thereto filed on March 2,
2020 (“Amendment No.
2”), Amendment No. 3
thereto filed on August 12,
2020 (“Amendment No.
3”), Amendment No. 4
thereto filed on November 10,
2020 (“Amendment
No. 4”), Amendment No. 5
thereto filed on November 19,
2020 (“Amendment
No. 5”), and Amendment
No. 6 thereto filed on December 2,
2020 (“Amendment
No. 6”, and the Schedule
13D, as amended to date, the “Schedule
13D”).
As
used in this Amendment:
●
“Common Stock” means the
common stock of the Issuer;
●
“Issuer” means Ring
Energy, Inc.;
●
“Reporting
Persons” means Dr. Simon
G. Kukes and Mr. J. Douglas Schick; and
●
“Shares”
means the aggregate of 6,607,680 shares of Common Stock of the
Issuer beneficially owned by the Reporting
Persons.
Other
capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 4. Purpose of Transaction
On March 2, 2020, the Reporting Persons issued a
press release, a copy of which is incorporated by reference herein
as Exhibit
99.2 hereto, which
included a letter to the Board of Directors of the Issuer. The full
text of the press release is incorporated into
this Item
4 by
reference.
On August 10, 2020, the Reporting Persons
delivered another letter to the Board of Directors of the Issuer
(the “Letter”).
Pursuant to the Letter, in accordance with the provisions of the
Issuer’s Bylaws (and not pursuant to the SEC’s Rule
14a-8) they nominated more than a dozen individuals as candidates
for the board of the Issuer (the “Board”).
The
Reporting Persons believe that in the past there may have been
failures of corporate governance by the Board of the Issuer and
that these failures may have contributed to the catastrophic fall
in the Issuer’s stock price.
The
Reporting Persons seek to improve the quality of the Issuer’s
Board. The Reporting Persons believe that a newly reconstituted
Board that includes some of their nominees will better serve the
interests of all of the Issuer’s shareholders.
The
Reporting Persons sought to avoid an expensive and distracting
proxy contest. For this reason, the Reporting Persons were prepared
to reach a reasonable compromise with the incumbent
Board.
On
November 10, 2020, the Reporting Persons filed a press release
calling upon their fellow shareholders to withhold votes on all
members of the Issuer’s Board of Directors in the upcoming
election and to encourage the proxy advisory firms to do a detailed
investigation of the incumbent Board members. The full text of the
November 10, 2020 press release is incorporated by reference herein
as Exhibit 99.3 and
incorporated in this Item 4 by reference.
On
November 19, 2020, the Reporting Persons filed another press
release calling upon their fellow shareholders to withhold votes on
all members of the Issuer’s Board of Directors in the
upcoming election and to encourage the proxy advisory firms to do a
detailed investigation of the incumbent Board members. The full
text of the November 19, 2020 press release is incorporated by
reference herein as Exhibit 99.4 and incorporated
in this Item 4 by
reference.
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Cusip No. 76680V108
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Schedule 13D/A
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Page 5 of 6
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On
December 2, 2020, the Reporting Persons filed another press release
calling upon their fellow shareholders to withhold votes on all
members of the Issuer’s Board of Directors in the upcoming
election and raising certain concerns regarding the qualifications
and compensation of the Issuer’s Chief Executive Officer. The
full text of the December 2, 2020 press release is incorporated by
reference herein as Exhibit 99.5 and incorporated
in this Item 4 by
reference.
On
December 10, 2020, the Reporting Persons filed another press
release noting that they believe that the slate of directors that
are listed in the proxy mailed out by the Issuer do not represent
the best interests of all shareholders, urging their fellow
shareholders to withhold votes on all members of the Issuer’s
Board of Directors in the upcoming election and raising certain
concerns regarding conflicts of interest between board members. The
full text of the December 10, 2020 press release is attached hereto
as Exhibit 99.6 and
incorporated in this Item
4 by reference.
The
Reporting Persons acquired the Shares in the belief that the Shares
were undervalued. The Reporting Persons have spoken to, and intend
to continue to speak with, representatives of the Issuer’s
Board and management to discuss enhancing shareholder value and the
potential for undertaking transactions which the Reporting Persons
believe will be beneficial to stockholders of the Issuer, including
the requested appointment of new members of the Board of the Issuer
and the requested withholding (by shareholders of the Issuer) of
votes for the Issuer’s Board of Directors, as described
above.
The
Reporting Persons are considering all of their options, and while
they have no present plan to do so (except as otherwise disclosed
in this Item 4),
they reserve the right and are considering whether to propose other
transactions which relate to or would result in one or more of the
actions specified in clauses (a) through (f) or (j) (as
relates to (a) through (f)) of Item 4 of Schedule 13D (except as
discussed above, in connection with a proposed change in the
present board of directors and management of the Issuer, which may
include proposals to change the number or term of directors or to
fill vacancies on the Board). The Reporting persons have no present
plan to propose any transaction which relates or would result in
one or more of the actions specified in clauses (g) through (i) or
(j) (as relates to (g) through (i)) of Item 4 of Schedule
13D.
The
Reporting Persons may, from time to time and at any time: (i)
acquire additional Shares and/or other equity, debt, notes,
instruments or other securities of the Issuer and/or its affiliates
(collectively, “Securities”) in the open
market or otherwise; (ii) dispose of any or all of their Securities
in the open market or otherwise; or (iii) engage in any hedging or
similar transactions with respect to the
Securities.
Item 7. Material to be Filed as Exhibits
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Exhibit No.
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Description
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Joint
Filing Agreement by and among Dr. Simon G. Kukes and Mr. J. Douglas
Schick dated August 12, 2020 (Incorporated by reference to Exhibit
99.1 to Amendment No. 3 filed on August 12, 2020)
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Press
Release dated March 2, 2020 (Incorporated by reference to Exhibit
99.1 to Amendment No. 2 filed on March 2, 2020)
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Press
Release dated November 10, 2020 (Incorporated by reference to
Exhibit 99.3 to Amendment No. 4 filed on November 10,
2020)
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Press
Release dated November 19, 2020 (Incorporated by reference to
Exhibit 99.4 to Amendment No. 5 filed on November 19,
2020)
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Press
Release dated December 2, 2020 (Incorporated by reference to
Exhibit 99.4 to Amendment No. 6 filed on December 2,
2020)
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Press
Release dated December 10, 2020
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*
Attached hereto.
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Cusip No. 76680V108
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Schedule 13D/A
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Page 6 of 6
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated:
December 10, 2020
/s/ Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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Dated:
December 10, 2020
/s/ Mr. J. Douglas Schick
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Mr. J. Douglas Schick
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Exhibit 99.6
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SK Energy LLC
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AMERICAN RESOURCES, INC.
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Large Ring Energy, Inc. Shareholders Concerned with Conflicts of
Interest and Potential Violations of Fiduciary Duties Call for all
Shareholders to Withhold Votes on all Directors.
HOUSTON,
TX, December 10, 2020 /PRNewswire/-- American Resources,
Inc., and SK Energy LLC, the investment vehicle of Dr. Simon Kukes,
one of the largest shareholders of Ring Energy, Inc. (NYSE: REI),
announced today that they believe that the slate of Directors that
are listed in the proxy mailed out by the company do not represent
the best interests of all shareholders. As a result of this, they
urge all shareholders to withhold votes on all
Directors.
Frequently,
when other publicly traded companies have put before their
shareholders a slate of Board candidates riddled with potential
conflicts of interest, the shareholders of many of these other
companies have responded by withholding votes for some or all
directors (for example, Disney Company at its 2004 annual meeting,
Comverse Technology at its 2011 annual meeting, HomeStreet, Inc. at
its 2018 annual meeting, and many others). When the voting results
were publicly announced, the large number of withheld votes served
to persuade the incumbent Board to add shareholder representatives
to the Board. These shareholder representatives generally improved
the overall quality of corporate governance and frequently resulted
in higher shareholder returns. A similar analogy to Ring Energy,
albeit much larger, is Occidental Petroleum (NYSE: OXY) whose stock
is up approximately 60% since March 25, 2020 when four board
members were replaced by representatives nominated and approved by
a prominent activist investor in a settlement with
management.
Notably,
on August 10, 2020, Dr. Kukes delivered a letter to the Board of
Ring Energy as a “nominating shareholder” pursuant to
the company’s bylaws requesting the nomination of more than a
dozen highly-qualified, independent individuals as candidates for
the Board of Ring Energy. However, none of the proposed nominees
are included on Ring Energy’s slate of Directors listed in
its current proxy.
In the
other publicly traded companies discussed above, the decision of
shareholders to withhold votes often led to a very clear and
dramatic improvement in the long term performance of the publicly
traded stock. In such cases, shareholders benefitted from the
decision of many shareholders to withhold votes.
Dr.
Kukes believes that there are many potential conflicts of interest
between the Directors listed in the proxy mailed out by the company
and its shareholders. First, Dr. Kukes points out that some of
these Directors worked with the CEO of Ring Energy earlier in their
careers. Board members that have this sort of relationship with a
CEO may be unable to conduct arms-length compensation
negotiations.
Furthermore,
if the CEO of Ring Energy is unable to meet his performance metrics
and needs to be replaced, Directors that have a close relationship
with him may put their personal loyalties and relationships ahead
of their fiduciary duty to do what is best for all
shareholders.
Dr.
Kukes also points out that in late October 2020, the Board of
Directors of Ring Energy appears to have priced an offering of Ring
Energy shares. Individuals who purchased shares in this offering
may have been misled by the Board of Directors of Ring Energy that
the company intended to close the sale of its Delaware Basin
assets.
It
appears that shortly after the sale of Ring Energy shares in the
offering was completed, Ring Energy announced in a press release
dated October 30, 2020 that the sale of the Delaware Basin assets
was not going to happen. To the best of Dr. Kukes' knowledge, no
one has yet provided written proof that the Board of Directors of
Ring Energy intentionally misled the buyers of these shares.
But questions remain.
It is
possible that the fact pattern of shares being sold to new
shareholders, followed immediately thereafter by a material
negative surprise being announced by the company, could provide the
basis for a class action lawsuit against the Directors of Ring
Energy on behalf of the buyers of those shares. Dr. Kukes does not
endorse such a class action lawsuit, but the possibility of such a
class action lawsuit may taint the ability of the Ring Energy Board
to effectively do its job and serve shareholders.
575 N. Dairy Ashford ● Suite 210 ● Houston, Texas
77079
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SK Energy LLC
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AMERICAN RESOURCES, INC.
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Furthermore,
even if the buyers of the newly issued Ring Energy shares fail to
take action against the Board of Directors of Ring
Energy, those shareholders who owned shares prior to the
offering may themselves have a serious complaint against the Board
of Directors due to its decision to issue new shares that seriously
diluted the interests of the existing shareholders.
SK
Energy and American Resources call upon each individual shareholder
and institutional shareholder of Ring Energy to examine the actions
of the Board of Directors with regard to the appointment and
compensation of its new CEO, and the sale of Ring Energy shares in
October 2020, and to also examine all of the other potential
distractions that the Board may face and examine potential serious
conflicts of interest that the Board may have.
SK
Energy and American Resources also call upon the proxy advisory
firms to examine the actions of the Ring Energy Board of
Directors. Do such actions suggest a possible violation of
fiduciary duty? Do they suggest a potential violation of their
duties of care and loyalty? Again, there may be no written
proof of violations, but Dr. Kukes is confident that a very
detailed reading of the proxy statement and recent facts may lead
neutral unbiased observers to conclude that there is ample reason
to withhold votes.
SK
Energy and American Resources are confident that, after a careful
examination of the actions of the Ring Energy Board of Directors,
others will conclude that a withhold vote on all directors is
warranted.
About SK Energy LLC and Dr. Simon Kukes
SK
Energy LLC is an investment company owned by Dr. Simon Kukes,
a globally-renowned oil and gas industry executive. Dr. Kukes has
held various positions over the years, including as President and
CEO of Tyumen Oil Company (TNK) where he was involved in the ~$20
billion merger of TNK and British Petroleum to form TNK-BP in 2003,
and as CEO of Hess Corporation’s (NYSE: HES) Samara-Nafta
subsidiary, where he was instrumental in the subsidiary’s
$2.05 billion sale to Lukoil in 2013. He is also currently the
largest shareholder, CEO and director of PEDEVCO Corp. (NYSE MKT:
PED), an NYSE-listed oil and gas company active in the Permian and
D-J Basins.
About American Resources, Inc.
American
Resources, Inc. (“ARI”) is a Houston, Texas based oil
and gas investment, development and operating company focused on
acquisition of underexploited, distressed and/or undervalued oil
and gas assets and companies where ARI believes its involvement can
add value. ARI strives to maximize value through active management
of assets and/or board level participation in its corporate
investments.
About Ring Energy, Inc.
Founded
in 2012, Ring Energy is a Midland, Texas-based oil and gas
exploration, development and production company with current
operations in the Permian Basin of West Texas and is
recognized as the top producing oil basin in North
America.
SOURCE:
SK Energy LLC and American Resources, Inc.
575 N. Dairy Ashford ● Suite 210 ● Houston, Texas
77079