Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
TRADESTAR SERVICES, INC.
------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class of Securities)
89267T 10 7
-----------
(CUSIP Number)
Franklin M. Cantrell, Jr.
5555 Del Monte, Suite 2305
Houston, Texas 77056-4121
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 23, 2006
--------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(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 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).
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 89267T 10 7 Page 2 of 8 Pages
----------- -----------------
- --------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FRANKLIN M. CANTRELL, JR.
- --------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3
SEC USE ONLY
- --------------------------------------------------------------------------------
4
SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
-2,682,449-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------
SHARED VOTING POWER
-0-
8
-----------------------------------------------
9
SOLE DISPOSITIVE POWER
-2,682,449-
-----------------------------------------------
10
SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,682,449
- --------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
11.34%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of common stock, $0.001 par value per
share ("Common Stock"), of Tradestar Services, Inc., a Nevada corporation (the
"Issuer"). The principal executive office of the Issuer is 3451-A Candelaria NE,
Albuquerque, New Mexico 87107.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed on behalf of Franklin M. Cantrell, Jr. (the
"Reporting Person").
(b) The principal residence of the Reporting Person is 5555 Del Monte, Suite
2305, Houston, Texas 77056-4121.
(c) The Reporting Person is the Chairman of the Board of Sabine Storage and
Operations, Inc. The principal business address of Sabine Storage and
Operations, Inc. is 5718 Westheimer, Suite 1251, Houston, Texas 77057.
(d) The Reporting Person has not, during the past five years, been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it became 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.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 23, 2006, the Issuer entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Tradestar Acquisition Sub, L.L.C., a wholly owned
subsidiary of the Issuer (now known as CYMRI, L.L.C.), The CYMRI Corporation
("CYMRI") and the CYMRI shareholders, Messrs. Larry M. Wright, Franklin M.
Cantrell, Jr., Michael W. Hopkins and Robert G. Wonish (collectively the
"Shareholders"). On May 23, 2006, pursuant to the terms of the Merger Agreement,
CYMRI merged with and into CYRMI, L.L.C. (the "Merger"). This finalized the
Issuer's acquisition of CYMRI and its related subsidiaries for aggregate
consideration of $2 million in cash, $3.075 million in 10% secured notes and
12,540,000 shares of Common Stock. As a Shareholder, the Reporting Person
received (i) 2,514,000 shares of Common Stock; (ii) a promissory note, dated May
23, 2006, made by the Issuer in favor of the Reporting Person in the original
principal amount of $1,575,000 (the "Note"); and (iii) $1,000,000 in cash. In
consideration for the issuance of the Note, the Issuer issued the Reporting
Person a warrant to a purchase an aggregate of 168,449 shares of Common Stock
(the "Warrant"). The Warrant is exercisable at $1.87 per share and terminates on
May 23, 2009. If the Issuer files a registration statement with the Securities
and Exchange Commission (the "SEC") registering its stock, then the Issuer will
include in such registration statement the resale of the shares of Common Stock
owned by the Reporting Person, including any shares of Common Stock purchased by
the Reporting Person upon the exercise of the Warrant, all subject to the
limitations set forth in that certain Registration Rights Agreement, dated May
23, 2006, by and among the Issuer, the Reporting Person and the other
Shareholders (the "Registration Rights Agreement"). As security for the payment
of the Note, the Issuer entered into that certain Pledge and Security Agreement,
dated May 23, 2006, with the Reporting Person and Larry M. Wright (the "Pledge
and Security Agreement") pursuant to which the Issuer granted the Reporting
Person and Mr. Wright a security interest in all of the membership interests of
CYMRI, L.L.C.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired 2,514,000 shares of Common Stock and the Note
in the Merger as merger consideration and the Warrant as consideration for the
issuance of the Note. If the Reporting Person elects to exercise the Warrant, he
will do so to hold such shares of Common stock for investment. Except for an
exercise of the Warrant, the Reporting Person does not have any specific plans
or proposals relating to the acquisition of shares of Common Stock or the
disposition of shares of Common Stock. However, depending upon market conditions
and other factors, the Reporting Person may, from time to time, either jointly
or individually, acquire additional shares of Common Stock or exercise the
Warrant or dispose of all or any portion of the shares of Common Stock owned by
the Reporting Person, including any shares of Common Stock received upon his
exercise of the Warrant.
The Reporting Person does not have any specific plans or proposals which
relate to or would result in: (a) any extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (b) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (c) any change in the present board of
directors or management of the Issuer, including plans or proposals relating to
changes in the number or terms of directors or filling any existing vacancies on
the Issuer's board; (d) any material change in the present capitalization or
dividend policy of the Issuer; (e) any other material change in the Issuer's
business or corporate structure; (f) 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; (g) 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; (h) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (i) any action
similar to any of those enumerated above; but he reserves the right to propose
or undertake or participate in any of the foregoing actions in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 23, 2006, the Reporting Person beneficially owns of 2,682,449
shares of Common Stock which includes 168,449 shares of Common Stock
issuable upon the exercise of the Warrant. The Warrant is exercisable at
the option of the Reporting Person at any time until May 23, 2009. The
2,682,449 shares of Common Stock beneficially owned by the Reporting Person
constitutes 11.34% of the outstanding shares of Common Stock of the Issuer.
(b) The Reporting Person has the sole power to vote and direct the voting of,
and to dispose or direct the disposition of, all 2,682,449 shares of Common
Stock beneficially owned by the Reporting Person.
(c) Other than as disclosed in this Schedule 13D, the Reporting Person has not
engaged in any transactions with respect to the Common Stock in the past 60
days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
2,682,449 shares of Common Stock covered by this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person received 2,514,000 shares Common Stock and the Note as
part of the merger consideration for the Merger pursuant to the terms of the
Merger Agreement, a copy of which is filed with this Schedule 13D as Exhibit 1.
The terms of the Note are set forth in that certain Promissory Note, dated May
23, 2006, made by the Issuer in favor of the Reporting Person in the original
principal amount of $1,575,000, a copy of which is filed with this Schedule 13D
as Exhibit 2. As consideration for the issuance of the Note, the Issuer issued
the Reporting Person the Warrant to purchase 168,449 shares of Common Stock at
$1.87 per share, a copy of which is filed with this Schedule 13D as Exhibit 3.
The Shareholders (including the Reporting Person) and the Issuer entered into
the Registration Rights Agreement, a copy of which is filed with this Schedule
13D as Exhibit 4, pursuant to which the Issuer granted piggy-back registration
rights to the Shareholders (including the Reporting Person). The Reporting
Person and the Issuer entered into the Pledge and Security Agreement, a copy of
which is filed with this Schedule 13D as Exhibit 5, pursuant to which the Issuer
granted the Reporting Person a security interest in all of the membership
interests of CYMRI, L.L.C. to secure the payment of the principal amount of the
Note.
To the best knowledge of the Reporting Person, except for the Merger
Agreement, the Note, the Warrant, the Registration Rights Agreement and the
Pledge and Security Agreement described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other 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, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
1. Agreement and Plan of Merger, dated March 23, 2006 by and among Tradestar
Services, Inc., Tradestar Acquisition Sub, L.L.C., The Cymri Corporation,
Larry M. Wright, Franklin M. Cantrell, Jr., Robert G. Wonish and Michael W.
Hopkins, incorporated herein by reference and filed as Exhibit 10.1 on the
Issuer's Form 8-K filed on May 30, 2006.
2. Promissory Note, dated May 23, 2006, made by Tradesta
r Services, Inc. in
favor of Franklin M. Cantrell, Jr. in the original principal amount of
$1,575,000, incorporated herein by reference and filed as Exhibit 10.7.2 on
the Issuer's Form 8-K filed on May 30, 2006.
3. Warrant, dated May 23, 2006, to purchase 168,449 shares of common stock
issued to Franklin M. Cantrell, Jr., incorporated herein by reference and
filed as Exhibit 10.8.2 on the Issuer's Form 8-K filed on May 30, 2006.
4. Registration Rights Agreement, dated May 23, 2006, Tradestar Services,
Inc., Larry M. Wright, Franklin M. Cantrell, Jr., Michael W. Hopkins and
Robert G. Wonish, incorporated herein by reference and filed as Exhibit
10.5 on the Issuer's Form 8-K filed on May 30, 2006.
5. Pledge and Security Agreement, dated May 23, 2006, by and among Tradestar
Services, Inc., Larry M. Wright and Franklin M. Cantrell, Jr., incorporated
herein by reference and filed as Exhibit 10.2 on the Issuer's Form 8-K
filed on May 30, 2006.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information contained in this Schedule 13D is
true, complete and correct.
Dated: June 1, 2006
/s/ Franklin M. Cantrell, Jr.
-----------------------------
FRANKLIN M. CANTRELL, JR.
EXHIBIT INDEX
1. Agreement and Plan of Merger, dated March 23, 2006 by and among Tradestar
Services, Inc., Tradestar Acquisition Sub, L.L.C., The Cymri Corporation,
Larry M. Wright, Franklin M. Cantrell, Jr., Robert G. Wonish and Michael W.
Hopkins, incorporated herein by reference and filed as Exhibit 10.1 on the
Issuer's Form 8-K filed on May 30, 2006.
2. Promissory Note, dated May 23, 2006, made by Tradestar Services, Inc. in
favor of Franklin M. Cantrell, Jr. in the original principal amount of
$1,575,000, incorporated herein by reference and filed as Exhibit 10.7.2 on
the Issuer's Form 8-K filed on May 30, 2006.
3. Warrant, dated May 23, 2006, to purchase 168,449 shares of common stock
issued to Franklin M. Cantrell, Jr., incorporated herein by reference and
filed as Exhibit 10.8.2 on the Issuer's Form 8-K filed on May 30, 2006.
4. Registration Rights Agreement, dated May 23, 2006, Tradestar Services,
Inc., Larry M. Wright, Franklin M. Cantrell, Jr., Michael W. Hopkins and
Robert G. Wonish, incorporated herein by reference and filed as Exhibit
10.5 on the Issuer's Form 8-K filed on May 30, 2006.
5. Pledge and Security Agreement, dated May 23, 2006, by and among Tradestar
Services, Inc., Larry M. Wright and Franklin M. Cantrell, Jr., incorporated
herein by reference and filed as Exhibit 10.2 on the Issuer's Form 8-K
filed on May 30, 2006.