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. 5)*
| CROSS BORDER RESOURCES, INC. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 227443108 |
| (CUSIP Number) |
|
Alan W. Barksdale 2515 McKinney Avenue, Suite 900 Dallas, Texas 75201 214-871-0400 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 8, 2012 |
| (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 Rule 13d-1(e), 13d-1(f) or 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 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 that 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 section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 227443108 | SCHEDULE 13D | Page 2 of 7 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Red Mountain Resources, Inc. | |||
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) ¨
| |||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,973,589 | ||
|
8 |
SHARED VOTING POWER
0 | |||
|
9 |
SOLE DISPOSITIVE POWER
6,973,589 | |||
|
10 |
SHARED DISPOSITIVE POWER
0 | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,973,589 | |||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% | |||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
| |||
| CUSIP No. 227443108 | SCHEDULE 13D | Page 3 of 7 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Black Rock Capital, Inc. | |||
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) ¨
| |||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | ||
|
8 |
SHARED VOTING POWER
4,272,328 | |||
|
9 |
SOLE DISPOSITIVE POWER
0 | |||
|
10 |
SHARED DISPOSITIVE POWER
4,272,328 | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,272,328 | |||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4% | |||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
| |||
| CUSIP No. 227443108 | SCHEDULE 13D | Page 4 of 7 Pages |
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alan W. Barksdale | |||
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) ¨
| |||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,973,589 | ||
|
8 |
SHARED VOTING POWER
0 | |||
|
9 |
SOLE DISPOSITIVE POWER
6,973,589 | |||
|
10 |
SHARED DISPOSITIVE POWER
0 | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,973,589 | |||
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% | |||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
| |||
| CUSIP No. 227443108 | SCHEDULE 13D | Page 5 of 7 Pages |
This Amendment No. 5 amends the original Schedule 13D and its Amendments No. 1, No. 2, No. 3 and No. 4 (together, “Schedule 13D”) previously filed by Red Mountain Resources, Inc. (“Red Mountain”), Black Rock Capital, Inc. (“Black Rock”) and Alan W. Barksdale (“Barksdale”) (collectively herein referred to as the “Reporting Persons”) with respect to ownership of the common stock, par value $0.001 per share (“Common Stock”), of Cross Border Resources, Inc., a Nevada corporation (the “Issuer”). Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC.
The percentage of beneficial ownership calculation reflected in this Schedule 13D is based upon 16,151,946 shares of Common Stock outstanding as of March 9, 2012, as set forth in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 15, 2012.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
The Reporting Persons purchased the Common Stock for investment purposes. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Stock at prices that would make the purchase or sale of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On April 23, 2012, Red Mountain, the Issuer and certain of the Issuer’s officers entered into an Agreement (“Settlement Agreement”), the terms of which are discussed in an Information Statement to Stockholders on Schedule 14f-1 filed with the Securities and Exchange Commission on April 27, 2012. Pursuant to the Settlement Agreement, Mr. Barksdale was appointed to the Issuer’s board of directors, effective on May 8, 2012. As a member of the Issuer’s board of directors, Mr. Barksdale may directly or indirectly influence the management and policies of the Issuer, including changes to the Issuer described in subsections (a) – (j) of Item 4 of Schedule 13D.
Except as set forth above, the Reporting Persons do not have specific plans or proposals at this time that would result in a change to the Issuer as set forth in subsections (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons plan to evaluate their investment in the Issuer on a continuing basis, and in connection with such evaluation the Reporting Persons may in the future upon due consideration of all relevant factors take certain actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Issuer’s board of directors regarding the events discussed herein, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, or changing their intention with respect to any and all matters referred to in Item 4.
| CUSIP No. 227443108 | SCHEDULE 13D | Page 6 of 7 Pages |
| Item7. | Material to be Filed as Exhibits. |
| 10.10 | Agreement between Red Mountain and the Issuer dated April 23, 2012 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on April 24, 2012). |
| CUSIP No. 227443108 | SCHEDULE 13D | Page 7 of 7 Pages |
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.
Dated May 29, 2012
| RED MOUNTAIN RESOURCES, INC. | ||
| By: | /s/ Alan W. Barksdale | |
| Alan W. Barksdale, CEO | ||
| BLACK ROCK CAPITAL, INC. | ||
| By: | /s/ Alan W. Barksdale | |
| Alan W. Barksdale, President | ||
| /s/ Alan W. Barksdale | ||
| Alan W. Barksdale |