SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) July 3, 2006
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma | 001-12396 | 73-0970298 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
Enterprise Plaza
5600 N. May Avenue
Suite 320
Oklahoma City, Oklahoma | 73112 |
(Address of principal executive offices) | (Zip Code) |
(405) 842-2333 |
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Information to be Included in the Report
Item 2.04 Triggering Events That Increase a Direct Financial Obligation.
On February 8, 2006, effective as of February 7, 2006, we entered into an agreement (the “Agreement”) with PinnOak Resources, LLC (“PinnOak”) related to the funding of the construction and operation of a pond fines recovery facility (the “Project”). The Agreement was made in the ordinary course of business by two wholly-owned subsidiaries of the registrant, Beard Technologies, Inc. (“BTI”) and Beard Pinnacle, LLC (“BPLLC”), and PinnOak. In connection with the Project, PinnOak agreed to provide BPLLC with funding to finance the Project while BPLLC awaits funding of the Project from outside sources. In this regard, BPLLC executed a promissory note in favor of PinnOak to reflect the amount of funds advanced from PinnOak to BPLLC (the “Note”).
We disclosed in a Form 8-K filed on May 4, 2006, that the amount of the Note had been increased from $5,100,000 to $9,000,000 and that PinnOak had advanced an additional $940,000 to BPLLC, increasing its total advances against the Note to $6,850,000. We disclosed in a Form 8-K filed on May 24, 2006, that on May 23, 2006, PinnOak advanced an additional $835,000 to BPLLC, increasing its total advances against the Note to $7,685,000 and triggering the requirement for an additional report. On June 21, 2006 PinnOak advanced an additional $655,000 to BPLLC, increasing its total advances against the Note to $8,340,000. On July 3, 2006, PinnOak advanced an additional $660,000 to BPLLC, increasing its total advances against the Note to $9,000,000 and triggering the requirement for an additional report. An amended Exhibit A to the Note, attached hereto as Exhibit 99.1, was furnished to PinnOak to reflect the additional advance made on such date.
Item 8.01 Other Events
On June 14, 2006 we distributed 42,370 shares of common stock to our Chairman from our 2003-2 Deferred Stock Compensation Plan (the “Plan”). All shares under the Plan are subject to a current Registration Statement.
As a result of the issuance of these 42,370 shares, the Company’s outstanding shares have increased to a total of 5,591,580.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. | Description |
| |
99.1 | Exhibit A to Note |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE BEARD COMPANY |
| |
July 5, 2006 | /s/ Herb Mee, Jr. |
| Herb Mee, Jr., President |
EXHIBIT INDEX |
| | |
Exhibit No. | Description | Method of Filing |
| | |
99.1 | Exhibit A to Note | Filed herewith electronically |
3
Exhibit 99.1
Exhibit A
Schedule of Advances
| Date | | Amount of
Advance | |
| October 7, 2005 | | $ 400,000.00 | |
| November 4, 2005 | | 700,000.00 | |
| January 24, 2006 | | 250,000.00 | |
| February 2, 2006 | | 625,000.00 | |
| February 8, 2006 | | 750,000.00 | |
| February 22, 2006 | | 865,000.00 | |
| March 8, 2006 | | 1,015,000.00 | |
| March 22, 2006 | | 766,834.56 | |
| March 23, 2006 | | 123,165.44 | |
| April 12, 2006 | | 415,000.00 | |
| May 4, 2006 | | 940,000.00 | |
| May 23, 2006 | | 835,000.00 | |
| June 21,2006 | | 655,000.00 | |
| July 3, 2006 | | 660,000.00 | |
| Total | | $ 9,000,000.00 | |
| /s/ HMJ |
(Exhibit A as amended effective July 3, 2006) | (Initials) |
