-----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, Hq+wXgsN6JROUXiJ5dCDEnpwSCZjY3QCpryb3Z4B9fRFQF+heZmLb2qpocjy1mgt npS7c3LSqGj6dag0VutVyQ== 0001209191-10-058323.txt : 20101203 0001209191-10-058323.hdr.sgml : 20101203 20101203155722 ACCESSION NUMBER: 0001209191-10-058323 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101201 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST RESOURCES, INC. CENTRAL INDEX KEY: 0000867687 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 841152135 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 57 WEST 200 SOUTH STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 801-521-3292 MAIL ADDRESS: STREET 1: 57 WEST 200 SOUTH STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: REDDI BRAKE SUPPLY CORP DATE OF NAME CHANGE: 19940622 FORMER COMPANY: FORMER CONFORMED NAME: WESCO AUTO PARTS CORP /NV/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN CAPITAL INC /NV/ DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Denly ACI Partners, Ltd. CENTRAL INDEX KEY: 0001485567 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19620 FILM NUMBER: 101231507 BUSINESS ADDRESS: STREET 1: 13809 RESEARCH BLVD. STREET 2: SUITE 810 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 512-401-6550 MAIL ADDRESS: STREET 1: 13809 RESEARCH BLVD. STREET 2: SUITE 810 CITY: AUSTIN STATE: TX ZIP: 78750 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Denly ACI Mgt., LLC CENTRAL INDEX KEY: 0001485620 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19620 FILM NUMBER: 101231506 BUSINESS ADDRESS: STREET 1: 13809 RESEARCH BLVD. STREET 2: SUITE 810 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 512-401-6550 MAIL ADDRESS: STREET 1: 13809 RESEARCH BLVD. STREET 2: SUITE 810 CITY: AUSTIN STATE: TX ZIP: 78750 4 1 c09310_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-12-01 0000867687 AMERICA WEST RESOURCES, INC. AWSR.0B 0001485620 Denly ACI Mgt., LLC 13809 RESEARCH BOULEVARD SUITE 810 AUSTIN TX 78750 0 0 1 0 0001485567 Denly ACI Partners, Ltd. 13809 RESEARCH BOULEVARD SUITE 810 AUSTIN TX 78750 0 0 1 0 Common Stock Warrants (right to buy) .12 2010-12-01 4 J 0 83333 A 2010-12-01 2019-10-09 Common Stock 83333 666666 I By Denly Utah Coal, LLC The securities reported on this Form 4 are owned directly by Denly Utah Coal, LLC, a Texas limited liability company (the "Company"). The two members of the Company are Denly ACI Partners, Ltd., a Texas limited partnership, which holds a 66 2/3% membership interest in the Company, and The von Waaden 2004 Revocable Trust, which owns a 33 1/3% membership interest in the Company. The general partner of Denly ACI Partners, Ltd. is Denly ACI Mgt., LLC, which is owned by Dennis C. von Waaden and Sally A. von Waaden. Each of the reporting persons may have a pecuniary interest in only a portion of such securities and disclaims beneficial ownership except to the extent thereof. As of October 9, 2009, the Company made a loan to the Issuer, as a result of which the Issuer executed a promissory note for the benefit of the Company (the "October 9, 2009 Note"). As part of the consideration for the October 9, 2009 Note, under the terms of Amendment No. 4 to Loan Agreement executed by the Issuer in favor of the Company and related parties ("Amendment to Loan Agreement"), the Issuer agreed to provide the Company with a first priority mortgage lien on certain property before May 31, 2010. Also under the terms of the Amendment to Loan Agreement, as consideration for the October 9, 2009 Note, the Issuer issued a warrant to the Company (the "Second Warrant") under which the Company may purchase up to 916,666 shares of common stock of the Issuer at a purchase price of $0.12 between July 1, 2010 and October 9, 2019 if the Issuer does not grant the first priority mortgage lien on the subject property. The Second Warrant vests in eleven monthly installments of 83,333 shares beginning on July 1, 2010 and ending on May 1, 2011 as long as the Issuer does not grant the first priority mortgage lien on the property as described above. The first priority mortgage lien was not granted as of December 1, 2010, resulting in the vesting of the Second Warrant as to 83,333 shares. /s/ Dennis C. von Waaden, manager of Denly ACI Mgt., LLC 2010-12-03 /s/ Dennis C. von Waaden, manager of general partner of Denly ACI Partners, Ltd. 2010-12-03 -----END PRIVACY-ENHANCED MESSAGE-----