Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2011
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-8157
THE RESERVE PETROLEUM COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
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73-0237060
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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6801 BROADWAY EXT., SUITE 300
OKLAHOMA CITY, OKLAHOMA 73116-9037
(405) 848-7551
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(Address and telephone number, including area code, of registrant’s principal executive offices)
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Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
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COMMON STOCK ($0.50 PAR VALUE)
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(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yeso No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ
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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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso No þ
The aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $37,865,264, as computed by reference to the last reported sale which was on March 22, 2012.
As of March 22, 2012, there were 160,957.64 shares of the registrant’s common stock outstanding.
EXPLANATORY NOTE
The Reserve Petroleum Company (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) solely to add Exhibit 23 Consent of RCADKINS, LLC and Exhibit 99 Report of RCADKINS, LLC to Part IV of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K and no revisions are being made pursuant to the Company’s financial statements or any other disclosure contained in the Form 10-K.
TABLE OF CONTENTS
PART IV
Item 15. Exhibits and Financial Statement Schedules 3
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are exhibits to this Form 10-K/A. Each document marked by an asterisk is filed electronically herewith. All other documents were previously filed or furnished with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on March 28, 2012.
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Exhibit
Number
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Description
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3.1
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Restated Certificate of Incorporation dated November 1, 1988, is incorporated by reference to Exhibit 3.1 of The Reserve Petroleum Company’s Annual Report on Form 10-KSB (Commission File No. 0-8157) filed March 28, 1997.
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3.2
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Amended By-Laws dated November 16, 2004, are incorporated by reference to Exhibit 3.2 of The Reserve Petroleum Company’s Annual Report on Form 10-KSB (Commission File No. 0-8157) filed March 30, 2006.
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14
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Code of Ethics incorporated by reference to Exhibit 14 of The Reserve Petroleum Company’s Annual Report on Form 10-KSB (Commission File No. 0-8157) filed March 30, 2006.
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23*
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31.1*
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31.2*
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32*
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99*
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Calculation Link base Document
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101.LAB
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XBRL Taxonomy Label Link base Document
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101.PRE
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XBRL Taxonomy Presentation Link base Document
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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THE RESERVE PETROLEUM COMPANY
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| (Registrant) | |||
| Date: September 25, 2012 |
By:
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/s/ Cameron R. McLain
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Name:
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Cameron R. McLain, President | ||
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Title:
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(Principal Executive Officer) | ||
| Date: September 25, 2012 |
By:
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/s/ James L. Tyler
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Name:
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James L. Tyler, 2nd Vice President | ||
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Title:
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(Principal Financial Officer) | ||