-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UE6xbquHWhLj+3mXazrQLM1exjfWIcwSKTiDGRbx4HbGjTw537c54p6nv6zgNJ1Z umJq7ysL7idUvQOeHajH8g== 0001140361-10-023364.txt : 20100528 0001140361-10-023364.hdr.sgml : 20100528 20100527193814 ACCESSION NUMBER: 0001140361-10-023364 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100527 GROUP MEMBERS: PHYLLIS QUASHA GROUP MEMBERS: Q MANAGEMENT SERVICES (PTC) LTD., AS TRUSTEE OF THE PQ II TR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HKN, Inc. CENTRAL INDEX KEY: 0000313478 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 952841597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31407 FILM NUMBER: 10864097 BUSINESS ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815044000 MAIL ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD STREET 2: STE 600 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN OIL & GAS INC DATE OF NAME CHANGE: 19890109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UnipureEnergy Acquisition Ltd. CENTRAL INDEX KEY: 0001484678 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TROPIC ISLE BUILDING STREET 2: P.O. BOX 3331 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 284-494-5514 MAIL ADDRESS: STREET 1: TROPIC ISLE BUILDING STREET 2: P.O. BOX 3331 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 SC 13D 1 formsc13d.txt HKN INC SC 13D 5-13-2010 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) (Amendment No. __________ )(1) HKN, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 40420K103 - -------------------------------------------------------------------------------- (CUSIP Number) UniPureEnergy Acquisition Ltd. Tropic Isle Building, P.O. Box 3331 Road Town, Tortola British Virgin Islands, VG 1110 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2010 - -------------------------------------------------------------------------------- (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. (Continued on following pages) (Page 1 of 10 Pages) - ---------- (1) 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 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). Page 1 CUSIP No. 40420K103 13D Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON UniPureEnergy Acquisition Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* CO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Restricted - 750,000 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON Restricted - 750,000 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 CUSIP No. 40420K103 13D Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY Restricted - 750,000 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Restricted - 750,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 CUSIP No. 40420K103 13D Page 4 of 9 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Phyllis Quasha - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Australia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY Restricted - 750,000 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Restricted - 750,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 CUSIP No. 40420K103 13D Page 5 of 9 Pages ________________________________________________________________________________ Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is common stock, $0.01 par value (the "Common Stock"), of HKN, Inc. (the "Issuer"), whose principal executive offices are located at 180 State Street, Suite 200, Southlake, TX 76092. ________________________________________________________________________________ Item 2. Identity and Background. This statement on Schedule 13D (the "Statement") is being jointly filed by each of the following persons (being herein collectively referred to as the "Reporting Persons") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to the Common Stock: UniPureEnergy Acquisition Ltd. ("UEA"); Q Management Services (PTC) Ltd., a British Virgin Islands company ("Q Management"), as Trustee of the PQ II Trust, a trust administered under the laws of the British Virgin Islands ("PQ II") and as Trustee of the PQ III Trust, a trust administered under the laws of the British Virgin Islands ("PQ III"); and Phyllis Quasha ("Quasha"). The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act. The Reporting Persons are filing this Statement because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person. Q Management, as Trustee of PQ II and as Trustee of PQ III, owns all of the shares of UEA. Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"), is the sole director of UAE, and Susan V. Demers, a United States citizen ("Demers"), and Andrea J. Douglas, a citizen of New Zealand ("Douglas"), are the directors of Vicali. Q Management is the sole trustee of each of PQ II and PQ III. Each of PQ II and PQ III are revocable trusts. Vicali is the sole director of Q Management. Quasha, an Australian citizen, is the settlor of each of PQII and PQIII and, as such, is in a position, indirectly, to determine the investment and voting positions made by UEA. The principal business address and principal business or occupation of each Reporting Person is as follows: Name and Business Address Principal Business or Occupation UniPureEnergy Acquisition Ltd. Investment holding company Tropic Isle Building P.O. BOX 3331 Road Town, Tortola British Virgin Islands VG 1110 PQ II Trust Trust Page 5 Q Management Services (PTC) Ltd., as Trustee Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 PQ III Trust Trust Q Management Services (PTC) Ltd., as Trustee Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Q Management Services (PTC) Ltd. Private trust company Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Phyllis Quasha Retired Lyford Suites Suite 12 Lyford Cay Club Nassau, New Providence The Bahamas Vicali Services (BVI) Inc. Company administration Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Susan V. Demers Attorney Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Andrea J. Douglas Accountant Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. As described in Item 5(c) below, UEA was issued 750,000 restrcited shares of Common Stock as part of a Securities Exchange Agreement dated June 30, 2009. Page 6 ________________________________________________________________________________ Item 4. Purpose of Transaction. The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons may be deemed to be a group according to the rules under the Act, and as such a group, may be deemed to beneficially own an aggregate of 750,000 shares of Common Stock as of April 7, 2010, which was approx. 7.8% of the outstanding Common Stock on such date (all computations of the percentage of Common Stock set forth herein are based on a total of 9,596,543 shares of Common Stock outstanding as of November 1, 2009 as reported in the Issuer's latest 10-Q statement, as filed with the Securities and Exchange COmmission on November 5, 2009). As of May 13, 2010, each Reporting Person beneficially owns the following number of shares of Common Stock: Name of Filing Person Shares Percent of Beneficially Owned Outstanding UniPureEnergy Acquisition Ltd. 750,000 7.8% Q Management Services (PTC) Ltd., 750,000 7.8% as Trustee of the PQ II and as Trustee of the PQ III Trust Phyllis Quasha 750,000 7.8% (b) UEA is deemed to solely have the power to vote or to direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by UEA. Because of their relationship to UEA as identified in Item 2 above, each of Q Management, as Trustee of PQII and as Trustee of PQ III, Vicali, Demers, Douglas, Q Management and Quasha share voting and dispositive power with regard to the Common Stock owned by UEA and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by UEA. (c) The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13d: Reporting Person Date Buy/Sell Number of Shares Price Per Share Page 7 ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Alan G. Quasha, the Attorney-in-fact for UAE and the Chairman of the Board of Directors of the Issuer, has been appointed by the Reporting Persons to effect the purposes described in Item 4 above. The Reporting Persons may grant Mr. Quasha proxies to vote the Common Stock held by each Reporting Person in the event a meeting is held as contemplated in Item 4. Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, 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, or a pledge or contingency the occurence of which would give another person voting or vestment power over securities of the Issuer. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Joint Filing Agreement, dated May 13, 2010. ________________________________________________________________________________ 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. May 13, 2010 UniPureEnergy Acquisition Ltd. By: Vicali Services (BVI) Inc. Its Director By: Name: Susan V. Demers Title: Director Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD. AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ II TRUST By: By: Name: Susan V. Demers Name: Susan V. Demers Title: Director Title: Director Q MANAGEMENT SERVICES (PTC) LTD. By: Name: Susan V. Demers Title: Director Phyllis Quasha Page 8 EX-1 2 ex1.txt EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of HKN, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreementexpressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: May 13, 2010 UniPureEnergy Acquisition Ltd. By: Vicali Services (BVI) Inc. Its Director By: Name: Susan V. Demers Title: Director Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD. AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ II TRUST By: By: Name: Susan V. Demers Name: Susan V. Demers Title: Director Title: Director Q MANAGEMENT SERVICES (PTC) LTD. By: Name: Susan V. Demers Title: Director Phyllis Quasha Page 9 -----END PRIVACY-ENHANCED MESSAGE-----