As filed with the Securities and Exchange Commission on May 15, 2013

Registration No. 333- ____________

  

============================================================================

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

===============================================================

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933


FIELDPOINT PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Colorado

  

84-0811034  

(State or Other Jurisdiction of

Incorporation or Organization)

  

(IRS Employer

Identification No.)

  

 

 

 

1703 Edelweiss Drive
Cedar Park, TX  
Telephone: (512) 250-8692

  

78613

(Address of Principal Executive Offices)

  

(Zip Code)

  

===========================================================================

   Restricted Stock Awards

Resales of Warrant Shares

(Full Title of the Plan)

  

=========================================================================

Ray Reaves, President
FieldPoint Petroleum Corporation
1703 Edelweiss Drive
Cedar Park, TX  78613
(Name and Address of Agent For Service)

(512) 250-8692  

Telephone Number, Including Area Code of Agent For Service.

  

 =========================================================================

Copy to:

Clifford L. Neuman P.C.

1507 Pine Street

Boulder, CO  80302

Telephone:  (303) 449-2100

 

  

  






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):

  

 

 

 

 

 

 

 

Large accelerated filer

  

¨

   

Accelerated filer

  

¨

 

 

 

 

Non-accelerated filer

  

¨   

(Do not check if a smaller reporting company)

   

Smaller reporting company

  

x

  

  

CALCULATION OF REGISTRATION FEE

  

 

 

 

 

 

 

 

 

 

  

Title of Shares to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum

Offering Price

Per Share (2)

  

Proposed

Maximum
Aggregate

Offering Price

  

Amount of
Registration Fee

Common Stock, $0.01 par value per share

  

3,239,500

  

$3.92

  

$12,698,840

  

 

Common Stock, $0.01 par value per share, underlying issued and outstanding warrants

 

3,219,000

 

$3.92

 

$12,618,480

 

 

TOTAL

  

6,458,500

  

 

  

$25,317,320

  

$3,453.28

  

  

  

(1)

The aggregate amount of securities registered hereunder is 3,239,500 shares of restricted stock and 3,219,000 shares issuable upon exercise of outstanding warrants (“Warrant Shares”) held by the Company’s officers and directors. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover an indeterminate number of additional shares of common stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.


(2)

The offering price has been estimated solely for the purposes of the calculation of the registration fee in accordance with the manner described in paragraphs (h) and (c) of Rule 457 in the following applicable manner: (i)  with respect to resales of restricted shares of common stock and Warrant Shares, the offering price is based upon of the average of the high and low prices reported on the NYSE MKT, LLC on May 14, 2013.

  







PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  

Item 1.

Plan Information.*

  

Item 2.

Registrant Information and Employee Plan Annual Information.*

  

*

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended.



EXPLANATORY NOTE

  

This Registration Statement also includes, pursuant to General Instruction E to Form S-8 and Rule 429 of the Securities Act, a re-offer prospectus in Part I (the “ Reoffer Prospectus ”), which may be utilized for reofferings and resales by certain executive officers and directors listed in the Reoffer Prospectus who may be deemed “affiliates” of the Company on a continuous or a delayed basis in the future. These shares constitute “control securities” or “restricted securities”. The Reoffer Prospectus does not contain all of the information included in the Registration Statement, certain items of which are contained in schedules and exhibits to the Registration Statement, as permitted by the rules and regulations of the Commission. Statements contained in this Reoffer Prospectus as to the contents of any agreement, instrument or other document referred to are not necessarily complete. With respect to each such agreement, instrument or other document filed as an exhibit to the Registration Statement, we refer you to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by this reference.








Reoffer Prospectus


FIELDPOINT PETROLEUM CORPORATION

6,458,500 Shares

Common Stock

  

  

This Reoffer Prospectus relates to offers and sales by certain of our executive officers and directors (also called Selling Stockholders), who may be deemed “affiliates” of the Company, of our common stock that is held pursuant to non-plan restricted stock awards. This prospectus covers 3,239,500 shares of our currently outstanding restricted shares of common stock and 3,219,000 shares that are issuable upon exercise of outstanding warrants that are owned by the Selling Stockholders.

Our common stock is traded on the NYSE MKT, LLC under the symbol “FPP”. On May 14, 2013, the closing sales price for our common stock on the NYSE MKT, LLC was $3.99 per share.

The shares included in this prospectus may be offered and resold directly by the Selling Stockholders in the open market at prevailing prices or in individually negotiated transactions, through agents designated from time to time or through underwriters or dealers. We will not control or determine the price at which a Selling Stockholder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under applicable state law or that an exemption from registration is available.

Investing in our common stock involves a high degree of risk. See the section entitled “ Risk Factors” beginning on page 3 and in the documents incorporated by reference herein before you decide to buy our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this reoffer prospectus is May 14, 2013.



















TABLE OF CONTENTS

  

 

 

 

 

 

     

  

Page
Number

  

Note on Forward Looking Statements

  

  

ii

   

Prospectus Summary

  

  

1

   

Our Company

  

  

1

   

The Offering

 

 

2

 

Risk Factors

  

  

3

   

Use of Proceeds

  

  

10

   

Selling Stockholders

  

  

11

   

Plan of Distribution

  

  

12

   

Legal Matters

  

  

13

   

Experts

  

  

13

   

Incorporation of Certain Documents By Reference

  

  

14

   

Where You Can Find More Information

  

  

14

   

Disclosure of Commission Position on Indemnification for Securities Law Violations

  

  

16

   

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized any person to give any information or to make any representations other than those contained or incorporated by reference in this prospectus, and, if given or made, you must not rely upon such information or representations as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than our shares of common stock described in this prospectus or an offer to sell or the solicitation to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information we have included in this prospectus is accurate as of any date other than the date of this prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus or of any securities registered hereunder

  

i-







NOTE ON FORWARD LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this prospectus constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

Please see “Risk Factors” for additional risks which could adversely impact our business and financial performance. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

  























-ii-








PROSPECTUS SUMMARY

The following summary highlights selected information contained or incorporated by reference in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section as well as the financial statements and the notes to the financial statements incorporated herein by reference. In this prospectus and any amendment or supplement hereto, unless otherwise indicated, the terms “FieldPoint Petroleum Corporation”, “FieldPoint,” the “Company”, “we”, “us”, and “our” refer and relate to FieldPoint Petroleum Corporation and its consolidated subsidiaries.

Our Company


FieldPoint Petroleum Corporation, a Colorado corporation (the “Company”), was formed on March 11, 1980, to acquire and enhance mature oil and natural gas field production in the mid-continent and the Rocky Mountain regions. Since 1980, the Company had engaged in oil and natural gas operations and, in 1986, divested all oil and natural gas assets and operations.  From December 1986, until its reverse acquisition on December 31, 1997, the Company had not engaged in oil and natural gas operations.


As of December 31, 2012, the Company had varying ownership interest in 360 gross wells (100.33 net) located in five states.  The Company operates 65 of the 360 wells; the other wells are operated by independent operators under contracts that are standard in the industry.  It is a primary objective of the Company to operate some of the oil and natural gas properties in which it has an economic interest, and the Company will also partner with larger oil and natural gas companies to operate certain oil and natural gas properties in which the Company has an economic interest.

Our principal executive offices are maintained at 1703 Edelweiss Drive, Cedar Park, Texas  78613. Our telephone number is (512) 250-8692 .

  

  



1




The Offering

  

 

 

 

Outstanding Common Stock

   

8,071,336 shares of common stock outstanding as of May 1, 2013.

 

 

Common Stock Offered

   

Up to 6,458,500 shares of common stock for sale by the Selling Stockholders for their own account.

 

 

Selling Stockholders

   

The Selling Stockholders are set forth in the Section entitled “Selling Stockholders” of this prospectus on page 11.

 

 

Proceeds

   

We will not receive any proceeds from the sale of our common stock by the Selling Stockholders. We will, however, receive proceeds upon the exercise of warrants held by the Selling Stockholders. See “Use of Proceeds.”

 

 

Risk Factors

   

The securities offered hereby involve a high degree of risk. See “Risk Factors.”

 

 

NYSE MKT, LLC Symbol

   

FPP

  

  



2



  RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this registration statement.

Risks Related to Our Business

Oil and gas operations are risky.


We compete in the areas of oil and gas exploration, production, development and transportation with other companies, many of which may have substantially larger financial and other resources.  The nature of the oil and gas business also involves a variety of risks, including the risks of operating hazards such as fires, explosions, cratering, blow-outs, and encountering formations with abnormal pressures, the occurrence of any of which could result in losses to us.  We maintain insurance against some, but not all, of these risks in amounts that management believes to be reasonable in accordance with customary industry practices.  The occurrence of a significant event, however, that is not fully insured could have a material adverse effect on our financial position.


A substantial decrease in oil and natural gas prices would have a material impact on us.

 

Our future financial condition and results of operations are dependent upon the prices we receive for our oil and natural gas production.  Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future.  This price volatility will also affect our common stock price.  We cannot predict oil and natural gas prices and prices may decline in the future.  The following factors have an influence on oil and natural gas prices, including but not limited to:


 

*

changes in the supply of and demand for oil and natural gas;

 

*

storage availability;

 

*

weather conditions;

 

*

market uncertainty;

 

*

domestic and foreign governmental regulations;

 

*

the availability and cost of alternative fuel sources;

 

*

the domestic and foreign supply of oil and natural gas;

 

*

the price of foreign oil and natural gas;

 

*

refining capacity;

 

*

political conditions in oil and natural gas producing regions, including the Middle East; and

 

*

overall economic conditions.


To counter this volatility we, from time to time, may enter into agreements to receive fixed prices on our oil and gas production to offset the risk of revenue losses if commodity prices decline; however, if commodity prices increase beyond the levels set in such agreements, we would not benefit from such increases.


Our business will depend on transportation facilities owned by others.


The marketability of our gas production will depend in part on the availability, proximity, and capacity of pipeline systems owned by third parties.  Although we will have some contractual control over the transportation of our product, material changes in these business relationships could materially affect our operations.  Federal and state regulation of oil and natural gas production and transportation, tax and energy policies, changes in supply and demand and general economic conditions could adversely affect our ability to produce, gather, and transport oil and natural gas.


Market conditions could cause us to incur losses on our transportation contracts.


Gas transportation contracts that we may enter into in the future may require us to transport minimum volumes of natural gas.  If we ship smaller volumes, we may be liable for the shortfall.  



3



Unforeseen events, including production problems or substantial decreases in the price of natural gas, could cause us to ship less than the required volumes, resulting in losses on these contracts.

Our actual production, revenues and expenditures related to our reserves are likely to differ from our estimates of our proved reserves. We may experience production that is less than estimated and drilling costs that are greater than estimated in our reserve reports. These differences may be material.

The proved oil, NGL and gas reserves data included in this report are estimates. Petroleum engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. Estimates of economically recoverable oil, NGL and gas reserves and of future net cash flows necessarily depend upon a number of variable factors and assumptions, including:

  

  

•

  

historical production from the area compared with production from other similar producing areas;

  

  

•

  

the assumed effects of regulations by governmental agencies;

  

  

•

  

assumptions concerning future oil, NGL and gas prices; and

  

  

•

  

assumptions concerning future operating costs, severance and excise taxes, development costs and workover and remedial costs.

Because all reserves estimates are to some degree subjective, each of the following items may differ materially from those assumed in estimating proved reserves:

  

  

•

  

the quantities of oil, NGL and gas that are ultimately recovered;

 

 

 

 

  

•

  

the production and operating costs incurred;

  

  

•

  

the amount and timing of future development expenditures; and

  

  

•

  

future oil, NGL and gas prices.

Estimates of proved undeveloped reserves are even less reliable than estimates of proved developed reserves. Furthermore, different reserve engineers may make different estimates of reserves and future net revenues based on the same available data. Our actual production, revenues and expenditures with respect to reserves will likely be different from estimates and the differences may be material.

Estimating our reserves future net cash flows is difficult to do with any certainty.


There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and their values, including many factors beyond our control.  The reserve data included in this report represents only estimates.  Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner.  The accuracy of any reserve estimate is a function of the quality of available data, the precision of the engineering and geological interpretation, and judgment.  As a result, estimates of different engineers often vary.  The estimates of reserves, future cash flows, and present value are based on various assumptions, including those prescribed by the Securities and Exchange Commission, and are inherently imprecise.  There is no assurance that our present oil and gas wells will continue to produce at current or anticipated rates of production, or that production rates achieved in early periods can be maintained.  Actual future production, cash flows, taxes, operating expenses, and quantities of recoverable oil and natural gas reserves may vary substantially from our estimates.  Also, the use of a 10% discount factor for reporting purposes may not necessarily represent the most appropriate discount factor, given actual interest rates and risks to which our business or the oil and natural gas industry in general are subject.

 



4



Quantities of proved reserves are estimated based on economic conditions, including oil and natural gas prices in existence at the date of assessment.  A reduction in oil and natural gas prices not only would reduce the value of any proved reserves, but also might reduce the amount of oil and natural gas that could be economically produced, thereby reducing the quantity of reserves.  Our reserves and future cash flows may be subject to revisions, based upon changes in economic conditions, including oil and natural gas prices, as well as due to production results, operating costs, and other factors.  Downward revisions of our reserves could have an adverse affect on our financial condition and operating results. 


Acquiring interests in other properties involves substantial risks.


We evaluate and acquire interests in oil and natural gas properties which in management's judgment will provide attractive investment opportunities for the addition of production and oil and gas reserves.  To acquire producing properties or undeveloped exploratory acreage will require an assessment of a number of factors including:


 

*

Value of the properties and likelihood of future production;

 

*

Recoverable reserves;

 

*

Operating costs;

 

*

Potential environmental and other liabilities;

 

*

Drilling and production difficulties; and

 

*

Other factors beyond our control


Such assessments will necessarily be inexact and uncertain.  Because of our limited financial resources, we may not be able to evaluate properties in a manner that is consistent with industry practices.  Such reviews, therefore, may not reveal all existing or potential problems, nor will they permit us to become sufficiently familiar with such properties to assess fully the deficiencies or benefits.


Operational risks in our business are numerous and could materially impact us.

 

Oil and natural gas drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered.  We can make no assurance that wells in which we have an interest will be productive or that we will recover all or any portion of investment costs.


Our operations are also subject to hazards and risks inherent in drilling for and producing and transporting oil and natural gas, including, but not limited to, such hazards as:


 

*

Fires;

 

*

Explosions;

 

*

Blowouts;

 

*

Encountering formations with abnormal pressures;

 

*

Spills

 

*

Natural disasters;

 

*

Pipeline ruptures;

 

*

Cratering


If any of these events occur in our operations, we could experience substantial losses due to:

 

 

*

injury or loss of life;

 

*

severe damage to or destruction of property, natural resources and equipment;

 

*

pollution or other environmental damage;

 

*

clean-up responsibilities;

 

*

regulatory investigation and penalties; and

 

*

other losses resulting in suspension of our operations.

 

In accordance with customary industry practice, we maintain insurance against some, but not all, of the risks described above with a general liability limit of $1 million.  We do not maintain insurance for



5



damages arising out of exposure to radioactive material.  Even in the case of risks against which we are insured, our policies are subject to limitations and exceptions that could cause us to be unprotected against some or all of the risk.  The occurrence of an uninsured loss could have a material adverse effect on our financial condition or results of operations.


We must comply with environmental regulations.


Exploratory and other oil and natural gas wells must be operated in compliance with complex and changing environmental laws and regulations adopted by federal, state and local government authorities.  The implementation of new, or the modification of existing, laws and regulations could have a material adverse affect on properties in which we may have an interest.  Discharge of oil, natural gas, water, or other pollutants to the oil, soil, or water may give rise to significant liabilities to government and third parties and may require us to incur substantial cost of remediation. We may be required to agree to indemnify sellers of properties purchased against certain liabilities for environmental claims associated with those properties.  We can give no assurance that existing environmental laws or regulations, as currently interpreted, or as they may be reinterpreted in the future, or future laws or regulations will not materially adversely affect our results of operations and financial conditions.


Environmental liabilities could adversely affect our business

 

In the event of a release of oil, natural gas, or other pollutants from our operations into the environment, we could incur liability for personal injuries, property damage, cleanup costs, and governmental fines.  We could potentially discharge these materials into the environment in any of the following ways:


 

*

from a well or drilling equipment at a drill site;

 

*

leakage from gathering systems, pipelines, transportation facilities and storage tanks;

 

*

damage to oil and natural gas wells resulting from accidents during normal operations; and

 

*

blowouts, cratering, and explosions.


In addition, because we may acquire interests in properties that have been operated in the past by others, we may be liable for environmental damage, including historical contamination, caused by such former operators.  Additional liabilities could also arise from continuing violations or contamination not discovered during our assessment of the acquired properties.


Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays in our production of oil and gas and lower returns on our capital investments.

  

Bills were introduced in the previous U.S. Congress to regulate hydraulic fracturing operations and related injection of fracturing fluids and propping agents used in fracturing fluids by the oil and natural gas industry under the federal Safe Drinking Water Act (“SDWA”) and to require the disclosure of chemicals used in the hydraulic fracturing process under the SDWA, Emergency Planning and Community Right-to-Know Act (“EPCRA”) or other authority. Hydraulic fracturing is an important and commonly used process in the completion of unconventional oil and natural gas wells in shale and tight sand formations. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production. We engage third parties to provide hydraulic fracturing or other well stimulation services to us for many of the wells that we drill and operate. Sponsors of such bills have asserted that chemicals used in the fracturing process could adversely affect drinking water supplies, surface waters, and other natural resources, and threaten health and safety. In addition, the EPA has announced its intention to conduct a comprehensive research study on the potential adverse impacts that hydraulic fracturing may have on water quality and public health and the EPA issued a draft study plan on hydraulic fracturing. Certain states have also considered or imposed reporting obligations relating to the use of hydraulic fracturing techniques.

  



6



Additional legislation or regulation could make it easier for parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. There has also been increasing public controversy regarding hydraulic fracturing with regard to use of fracturing fluids, impacts on drinking water supplies, use of water and the potential for impacts to surface water, groundwater and the environment generally. A number of lawsuits and enforcement actions have been initiated in Texas and other states implicating hydraulic fracturing practices.

  

Legislation, regulation, litigation and enforcement actions at the federal, state or local level that restrict the provision of hydraulic fracturing services could limit the availability and raise the cost of such services, delay completion of new wells and production of our oil and gas, lower our return on capital expenditures and have a material adverse impact on our business, financial condition, results of operations and cash flows and quantities of oil and gas reserves that may be economically produced.


Changes in tax laws may adversely affect our results of operations and cash flows.

  

President Obama’s Proposed Fiscal Year 2013 Budget includes proposed legislation that would, if enacted into law, make significant changes to U.S. tax laws, including the elimination of certain key United States federal income tax incentives currently available to oil and gas exploration and production companies. These changes include, but are not limited to:

  

 

 

 

  

• 

repeal of the percentage depletion allowance for oil and gas properties;

  

 

 

  

• 

elimination of current deductions for intangible drilling costs;

  

 

 

  

• 

elimination of the domestic manufacturing deduction for oil and gas companies; and

  

 

 

  

• 

extension of the amortization period for certain geological and geophysical expenditures.

  

It is unclear whether any such changes will be enacted or how soon any such changes could become effective. The passage of any legislation as a result of these proposals or any other similar changes in U.S. federal income tax laws could eliminate or otherwise limit certain tax deductions that are currently available with respect to oil and gas exploration and development, and any such change could negatively impact our financial condition and results of operations.


Competition in the oil and natural gas industry is intense, and we are smaller and have a more limited operating history than many of our competitors.

 

We compete with major integrated oil and gas companies and independent oil and gas companies in all areas of operation.  In particular, we compete for property acquisitions and for the equipment and labor required to operate and develop these properties.  Most of our competitors have substantially greater financial and other resources than we have.  In addition, larger competitors may be able to absorb the burden of any changes in federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position.  These competitors may be able to pay more for properties and may be able to define, evaluate, bid for, and purchase a greater number of properties and prospects than we can.  Further, our competitors may have technological advantages and may be able to implement new technologies more rapidly than we can.  Our ability to explore for natural gas and oil prospects and to acquire additional properties in the future will depend on our ability to conduct operations, to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.  In addition, most of our competitors have operated for a much longer time than we have and have demonstrated the ability to operate through industry cycles.




7



Climate change legislation or regulations regulating emissions of GHGs and VOCs could result in increased operating costs and reduced demand for the oil and gas we produce.

Both houses of Congress have actively considered legislation to reduce emissions of GHGs, and some states have already taken measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap-and-trade programs. Most of these cap-and-trade programs require either major sources of emissions or major producers of fuels to acquire and surrender emission allowances, with the number of allowances available for purchase reduced each year until the overall GHG emission reduction goal is achieved. These allowances are expected to escalate significantly in cost over time.

In addition, in December 2009, the EPA determined that emissions of carbon dioxide, methane and other GHGs present an endangerment to human health and the environment, because emissions of such gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes. These findings by the EPA allow the agency to proceed with the adoption and implementation of regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act. The EPA has also issued final regulations under the NSPS and NESHAP designed to reduce VOCs. The adoption of legislation or regulatory programs to reduce GHG or VOC emissions could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory requirements. Any GHG emissions legislation or regulatory programs applicable to power plants or refineries could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas we produce. Consequently, legislation and regulatory programs to reduce GHG or VOC emissions could have a material adverse effect on our business, financial condition and results of operations.


Governmental regulations can hinder production.


Domestic oil and natural gas exploration, production and sales are extensively regulated at both the federal and state levels.  Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden.  Also, numerous departments and agencies, both federal and state, have legal authority to issue, and have issued, rules and regulations affecting the oil and natural gas industry which often are difficult and costly to comply with and which carry substantial penalties for noncompliance.  State statutes and regulations require permits for drilling operations, drilling bonds, and reports concerning operations.  Most states where we operate also have statutes and regulations governing conservation matters, including the unitization or pooling of properties.  Our operations are also subject to numerous laws and regulations governing plugging and abandonment, discharging materials into the environment or otherwise relating to environmental protection.  The heavy regulatory burden on the oil and natural gas industry increases its costs of doing business and consequently affects its profitability.  Changes in the laws, rules or regulations, or the interpretation thereof, could have a materially adverse effect on our financial condition or results of operation.


Minority or royalty interest purchases do not allow us to control production completely.


We sometimes acquire less than the controlling working interest in oil and natural gas properties.  In such cases, it is likely that these properties would not be operated by us.  When we do not have controlling interest, the operator or the other co-owners might take actions we do not agree with and possibly increase costs or reduce production income in ways we do not agree with.


Environmental regulations can hinder production.


Oil and natural gas activities can result in liability under federal, state and local environmental regulations for activities involving, among other things, water pollution and hazardous waste transport, storage, and disposal.  Such liability can attach not only to the operator of record of the well, but also to other parties that may be deemed to be current or prior operators or owners of the wells or the equipment involved.  We have inspections performed on our properties to assure environmental law compliance, but inspections may



8



not always be performed on every well, and structural and environmental problems are not necessarily observable even when an inspection is undertaken.


Government regulations could increase our operating costs


Oil and natural gas operations are subject to extensive federal, state and local laws and regulations relating to the exploration for, and development, production and transportation of, oil and natural gas, as well as safety matters, which may changed from time to time in response to economic conditions.  Matters subject to regulation by federal, state and local authorities include:


 

*

Permits for drilling operations;

 

*

The production and disposal of water;

 

*

Reports concerning operations;

 

*

Unitization and pooling of properties;

 

*

Road and pipeline construction;

 

*

The spacing of wells;

 

*

Taxation;

 

*

Production rates;

 

*

The conservation of oil and natural gas; and

 

*

Drilling bonds.


Many jurisdictions have at various times imposed limitations on the production of oil and natural gas by restricting the rate of flow for oil and natural gas wells below their actual capacity to produce.  During the past few years there has been a significant amount of discussion by legislators and the presidential administration concerning a variety of energy tax proposals.  There can be no certainty that any such measure will be passed or what its effect will be on oil and natural gas prices if it is passed.  In addition, many states have raised state taxes on energy sources and additional increases may occur, although there can be no certainty of the effect that increases in state energy taxes would have on oil and natural gas prices.  Although we believe it is in substantial compliance with applicable environmental and other government laws and regulations, there can be no assurance that significant costs for compliance will not be incurred in the future.

Risks Relating to the Market Value of Our Common Stock

The market price of our common stock is volatile, leading to the possibility of its value being depressed at a time when our stockholders want to sell their holdings.

The market price of our common stock has in the past been, and may in the future continue to be, volatile. A variety of events may cause the market price of our common stock to fluctuate significantly, including but not necessarily limited to:

  

  

•

  

quarter to quarter variations in operating results;

  

  

•

  

day traders;

  

  

•

  

adverse or positive news reports or public announcements; and

  

  

•

  

market conditions for the gaming industry.

In addition, the stock market in recent years has experienced significant price and volume fluctuations. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. These market fluctuations may adversely affect the price of our common stock and other interests in the Company at a time when our stockholders want to sell their interest in us.



9



If we fail to meet the applicable continued listing requirements of NYSE MKT, LLC, NYSE MKT, LLC may delist our common stock, in which case the liquidity and market price of our common stock could decline.

Our common stock is currently listed on the NYSE MKT, LLC. In order to maintain that listing, we must satisfy certain continued listing requirements. If we are deficient in maintaining the necessary listing requirements, our common stock may be delisted. If our stock is delisted, an active trading market for our common stock may not be sustained and the market price of our common stock could decline.


We have not paid cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future.


 We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business.  We do not intend to declare or pay any cash dividends in the foreseeable future.  Payment of any future dividends will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition, current and anticipated cash needs, and other factors.  Moreover, since the issuance of the Warrants will reclassify all retained earnings to additional paid-in capital, there may be no capacity for the Company to declare a cash dividend in the near future.

Future sales of shares of our common stock in the public market could adversely affect the trading price of shares of our common stock and our ability to raise funds in new stock offerings.

Future sales of substantial amounts of shares of our common stock in the public market, including shares issuable upon exercise of our outstanding publicly traded warrants, or the perception that such sales  are likely to occur could affect the market price of our common stock. Our President, Ray Reaves’ stock ownership may also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.


USE OF PROCEEDS

We will not receive any proceeds from the resale of our common stock by the Selling Stockholders pursuant to this prospectus. However, we will receive the sale price of any common stock we sell to the Selling Stockholders upon exercise by them of their warrants. If warrants to purchase all of the underlying  3,219,000 shares are exercised for cash, we would receive a maximum of approximately $12,876,000 of total proceeds. We would expect to use these proceeds, if any, for general working capital purposes. We have agreed to pay the expenses of registration of these shares.

  



10



SELLING STOCKHOLDERS

We are registering our shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of our shares of common stock by each of the Selling Stockholders, including the number of shares of our common stock beneficially owned by each Selling Stockholder as of May 1, 2013.

Each of the Selling Stockholders is currently an officer or director  of ours or of our affiliates. The shares being registered for reoffer and resale were acquired by the Selling Stockholders named below pursuant to non-plan restricted stock awards.





Name of Selling Stockholder (1)






Position



Number of Shares Beneficially Owned




Number of Shares Offered

Number of Shares Beneficially Owned After Offering (2)


Percentage of Shares Beneficially Owned After Offering

Ray D. Reaves

President, Director, Principal Executive Officer, Chairman, Principal Financial Officer

6,057,000

6,057,000 3

0

0

Roger D. Bryant

Director

52,000

52,000 4

0

0

Dan Robinson

Director

192,000

192,000 5

0

0

Karl Reimers

Director

123,000

123,000 6

0

0

Debbie Funderburg

Director

32,000

32,000 7

0

0

Nancy Stephenson

Director

2,500

2,500

0

0

 

 

(1)

The address of each Selling Stockholder listed above is FieldPoint Petroleum Corporation, 1703 Edelweiss Drive, Cedar Park, Texas  78613.

 

 

(2)

Assumes that all shares of common stock will be resold by the Selling Stockholders and none will be held by the Selling Stockholders for their own accounts. We cannot assure you that the Selling Stockholders will sell all or any portion of the common stock offered by this prospectus. In addition, we cannot assure you that a Selling Stockholder will not transfer the common stock by other means not described in this prospectus.

 

 

(3)

Includes 3,037,000 shares of common stock and 3,020,000 shares of common stock issuable upon exercise of outstanding warrants.

 

 

(4)

Includes 26,000 shares of common stock and 26,000 shares of common stock issuable upon exercise of outstanding warrants.

 

 

(5)

Includes 96,000 shares of common stock and 96,000 shares of common stock issuable upon exercise of outstanding warrants.

 

 

(6)

Includes 62,000 shares of common stock and 61,000 shares of common stock issuable upon exercise of outstanding warrants.

 

 

(7)

Includes 16,000 shares of common stock and 16,000 shares of common stock issuable upon exercise of outstanding warrants




11




PLAN OF DISTRIBUTION

In this section of the prospectus, the term “Selling Stockholder” means and includes:

  

  

•

  

the persons identified in the table above as the Selling Stockholders; and

  

  

  

•

  

any of the donees, pledgees, distributees, transferees or other successors in interest of those persons referenced above who may: (a) receive any of the shares of our common stock offered hereby after the date of this prospectus and (b) offer or sell those shares hereunder.

The shares of our common stock offered by this prospectus may be sold from time to time directly by the Selling Stockholders. Alternatively, the Selling Stockholders may from time to time offer such shares through underwriters, brokers, dealers, agents or other intermediaries. The Selling Stockholders as of the date of this prospectus have advised us that there were no underwriting or distribution arrangements entered into with respect to the common stock offered hereby. The distribution of the common stock by the Selling Stockholders may be effected: in one or more transactions that may take place on the NYSE MKT, LLC (including one or more block transaction) through customary brokerage channels, either through brokers acting as agents for the Selling Stockholders, or through market makers, dealers or underwriters acting as principals who may resell these shares on the NYSE MKT, LLC; in privately-negotiated sales; by a combination of such methods; or by other means. These transactions may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at other negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Stockholders in connection with sales of our common stock.

The Selling Stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares of our common stock in the course of hedging the positions they assume with the Selling Stockholders. The Selling Stockholders also may sell shares short and redeliver the shares to close out such short positions. The Selling Stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of shares of our common stock. The broker-dealer may then resell or otherwise transfer such shares of common stock pursuant to this prospectus.

The Selling Stockholders also may lend or pledge shares of our common stock to a broker-dealer. The broker-dealer may sell the shares of common stock so lent, or upon a default the broker-dealer may sell the pledged shares of common stock pursuant to this prospectus. Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

The Selling Stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares of common stock the Selling Stockholders.

Although the shares of common stock covered by this prospectus are not currently being underwritten, the Selling Stockholders or their underwriters, brokers, dealers or other agents or other intermediaries, if any, that may participate with the selling security holders in any offering or distribution of common stock may be deemed “underwriters” within the meaning of the Act and any profits realized or commissions received by them may be deemed underwriting compensation thereunder.


Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of shares of the common stock offered hereby may not simultaneously engage in market making activities with respect to the common stock for a period of up to five days preceding such distribution. The Selling Stockholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation Regulation M, which provisions may limit the timing of purchases and sales by the Selling Stockholders.



12



In order to comply with certain state securities or blue sky laws and regulations, if applicable, the common stock offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the common stock may not be sold unless they are registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained.

We will bear all costs, expenses and fees in connection with the registration of the common stock offered hereby. However, the Selling Stockholders will bear any brokerage or underwriting commissions and similar selling expenses, if any, attributable to the sale of the shares of common stock offered pursuant to this prospectus. We have agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the Act, or to contribute to payments to which any of those security holders may be required to make in respect thereof.

There can be no assurance that the Selling Stockholders will sell any or all of the securities offered by them hereby.

LEGAL MATTERS

The validity of the securities being offered herein has been passed upon for us by Clifford L. Neuman, PC, Boulder, Colorado.

EXPERTS

Our audited consolidated financial statements as of December 31, 2012 and for the years ended December 31, 2012 and 2011, included in our Annual Report on Form 10-K for the year ended December 31, 2012 have been audited by Hein & Associates  LLP, an independent registered public accounting firm. Our audited consolidated financial statements are incorporated herein by reference to the extent and for the period set forth in and in reliance upon the reports given on the authority of Hein & Associates LLP as experts in accounting and auditing.



13



INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents we are incorporating by reference as of the date hereof are as follows:

  

 

 

 

Our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 20, 2013;

 

 

 

 

 

·

 

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, as filed with the SEC on May 14, 2013

 

·

 

 

 

·

 

the description of our common stock contained in our Registration Statement on Form S-3 filed on March 28, 2012, SEC File No. 333-180419, and as it may be further amended from time to time, under the caption “Description of Securities”; and

  

  In addition, all documents that we may file in the future pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this registration statement. We will deem all of these documents to be a part of this registration statement from the respective dates of filing these documents.

We further regard any statement contained in a document that is incorporated by reference in this registration statement to be modified or superseded if this registration statement, or some other subsequently filed document that is also incorporated by reference in this registration statement, modifies or supersedes the statement. If this occurs, we regard the statement to be incorporated in this registration statement by reference only in the statement’s modified or superseded form.

You may request a copy of these filings at no cost (other than exhibits unless such exhibits are specifically incorporated by reference) by writing or telephoning us at the following address and telephone number:


Ray Reaves, President,

FieldPoint Petroleum Corporation,

1703 Edelweiss Drive,

Cedar Park, Texas  78613,  

Telephone: (512) 250-8692

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the shares of our common stock offered by this prospectus. This prospectus is part of that registration statement and does not contain all the information included in the registration statement. For further information with respect to our common stock and us, you should refer to the registration statement, its exhibits and the material incorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations of the Securities and Exchange Commission. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed as an exhibit to the registration statement, and these statements are hereby qualified in their entirety by reference to the contract or document. The registration statement may be inspected and copied at the public reference facilities maintained by the Securities and Exchange



14



Commission at Room 1024, Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional Offices at the Commission located in the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New York 10279. Copies of those filings can be obtained from the Commission’s Public Reference Section, Judiciary Plaza, 100 F Fifth Street, N.E., Washington, D.C. 20549 at prescribed rates and may also be obtained from the web site that the Securities and Exchange Commission maintains at http://www.sec.gov . You may also call the Commission at 1-800-SEC-0330 for more information. We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information on file at the Commission’s public reference room in Washington, D.C. You can request copies of those documents upon payment of a duplicating fee, by writing to the Securities and Exchange Commission.

 



15



DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS

Our certificate of incorporation provides that all our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted under the Colorado Business Corporations Act, provided that they acted in good faith and that they reasoned their conduct or action was in, or not opposed to, the best interest of our company. Our Bylaws provide for indemnification of our officers, directors and others who become a party to an action on our behalf by us to the fullest extent not prohibited under the Colorado Business Corporations Act. Further, we maintain officer and director liability insurance. However, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

  

You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our common stock. These purchasers will purchase our common stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.


16



FieldPoint Petroleum Corporation

6,458,500 shares

common stock

  

PROSPECTUS

  

May 14, 2013

 


17



   PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

  

Item 3.

Incorporation of Documents by Reference

Included in the prospectus which is part of this registration statement.

  

Item 4.

Description of Securities

Included in the prospectus which is part of this registration statement.

  

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

  

Item 6.

Indemnification of Officers and Directors.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officers of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

   

          a. Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code provide for the indemnification of a corporation's officers and directors under certain circumstances.

    

                                 *     *     *


          b. Article XII of Registrant's Articles of Incorporation provide that the corporation may indemnify each director, officer, and any employee or agent of the corporation, his heirs, executors and administrators, against expenses reasonably incurred or any amounts paid by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer, employee or agent of the corporation to the extent permitted by the law as recited above in subparagraph (a).


          c. Article XII of Registrant's Articles of Incorporation provides, in part:


"e.   To the maximum extent permitted by law or by public policy, directors of this Corporation are to have no personal liability for monetary damages for breach of fiduciary duty as a director."


          d. The Company currently pays for and maintains an insurance policy in the amount of $1,000,000 that covers directors' and officers' liability.

These provisions do not limit or eliminate our rights or those of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws. Our amended and restated Bylaws (“Bylaws”) also contain provisions indemnifying our directors and officers to the fullest extent permitted by the Colorado Business Corporations Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

  

Item 7.

Exemption from Registration Claimed.

All shares of common stock registered hereunder for reoffer or resale were issued or will be issued to our directors and officers pursuant to the Plan with a restrictive legend on the certificates for the shares of



18



common stock purchased and transfer stops placed against such certificates. Such shares may only be reoffered and sold pursuant to registration under the Act or pursuant to an applicable exemption under the Act. As a result, such offers and sales are exempt from the registration requirements of the Act pursuant to the provisions of Section 4(2) of the Act.


Item 16.

Exhibits

The following exhibits are filed with this Registration statement.

  

 

 

 

Number

   

Description

 

           

5.01

Opinion of Clifford L. Neuman PC

23.1

Consent of Hein & Associates  LLP

23.2

Consent of Clifford L. Neuman, PC (included in Exhibit 5.01

24.1

Power of Attorney, included on the signature page of this Registration Statemen t

  



Item 9.



Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

(i) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(5) That every prospectus (i) that is filed pursuant to paragraph (4) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be



19



deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(7) To respond to requests for information that is incorporated by reference into the joint proxy statement/prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(8) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



20




SIGNATURES

         Pursuant to 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 for filing a Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cedar Park, State of Texas on May 15, 2013.


 

 

 

 

 

 

 

 

 

FIELDPOINT PETROLEUM CORPORATION


By:   _/s/ Ray D. Reaves___     

Ray D. Reaves, President

  POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Ray D. Reaves, his/her true and lawful attorney-in-fact and agent with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same with all exhibits and schedules thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature

 

Title

 

Date

  

  

  

  

  

 

  

Chairman of the Board and

  

May15, 2013

__/s/ Ray D. Reaves_

Ray D. Reaves

  

Chief Executive Officer; Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

  

 

  

  

  

  

 

_/s/ Roger D. Bryant___

Roger D. Bryant

  

Director

  

May 15, 2013

  

  

  

  

 

_/s/ Dan Robinson

  

Director

  

May 15, 2013

Dan Robinson

  

  

  

 

  

  

  

  

 

__/s/ Karl W. Reimers____

  

Director

  

May 15, 2013

Karl W. Reimers

  

  

  

 

  

  

  

  

 

__/s/ Debra Funderburg_

  

Director

  

May 15, 2013

Debra Funderburg.


  /s/ Nancy Stephenson                      

  

  


Director

  



               May 15, 2013

Nancy Stephenson



21



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