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) May 1, 2006
THE BEARD COMPANY
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(Exact name of registrant as specified in its charter)
Oklahoma 1-12396 73-0970298
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Enterprise Plaza
5600 N. May Avenue
Suite 320
Oklahoma City, Oklahoma 73112
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(Address of principal executive offices) (Zip Code)
(405) 842-2333
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(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 1.01 Entry into a Material Definitive Agreement.
On February 8, 2006, effective as of February 7, 2006, the Company entered
into an agreement (the "Agreement") with PinnOak Resources, LLC ("PinnOak"). The
contract 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"). The Agreement provided, among other things, that in the
event BPLLC had not obtained a USDA Loan Guaranty or other third party loan to
finance the development and operation of the Pinnacle Project on or before April
1, 2006 (the "Trigger Date"), then PinnOak would assume control over the
project.
The Company disclosed in its Form 10-K for the period ended December 31,
2005 that on March 23, 2006, the amount of BPLLC's note to PinnOak was increased
from $5,100,000 to $9,000,000 and that the Trigger Date had been extended from
April 1, 2006 to May 1, 2006. Pursuant to the terms of paragraph 2 of the Third
Amended and Restated Promissory Note (the "Note") attached hereto as Exhibit
99.1, the Trigger Date has now been extended from May 1, 2006 to June 1, 2006.
In connection therewith an Amended Guaranty, attached hereto as Exhibit 99.2,
has also been furnished to PinnOak.
On May 4, 2006, PinnOak advanced an additional $940,000 to BPLLC,
increasing its total advances against the Note to $6,850,000. An amended Exhibit
A, attached hereto as Exhibit 99.3, was accordingly furnished to PinnOak to
reflect the additional advance made on such date.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Third Amended and Restated Promissory Note
99.2 Amended Guaranty
99.3 Exhibit A
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
/s/ Herb Mee, Jr.
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Herb Mee, Jr., President
May 4, 2006
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
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99.1 Third Amended and Restated Promissory Filed herewith electronically
Note
99.2 Amended Guaranty Filed herewith electronically
99.3 Exhibit A Filed herewith electronically