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 22, 2006
THE BEARD COMPANY
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(Exact name of registrant as specified in its charter)
Oklahoma 1-12396 73-0970298
____________________________ ____________ ___________________
(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
___________________________________________________
(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 2.02 Results of Operations and Financial Condition.
On May 23, 2006, we issued a press release announcing our financial results
for the first quarter of 2006. A copy of the press release is attached hereto as
Exhibit 99.1.
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. 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. An amended Exhibit A to the
Note, attached hereto as Exhibit 99.2, was furnished to PinnOak to reflect the
additional advance made on such date.
Item 3.02 Unregistered Sales of Equity Securities.
On May 22, 2006, we borrowed $200,000 from Boatright Family, L.L.C.
("Boatright"), a related entity, in exchange for a one year promissory note. As
an additional consideration for the transaction, 10,000 shares of unregistered
common stock were also issued to Boatright. The shares issued to Boatright were
issued in reliance upon the exemption from registration provided by Section 4(2)
of the Securities Act for "transactions by the issuer not involving a public
offering."
As a result of the issuance of these 10,000 shares, our outstanding common
shares have increased to a total of 5,549,210.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated May 23, 2006
99.2 Exhibit A to Note
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 24, 2006
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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99.1 Press release dated May 23, 2006 Filed herewith electronically
99.2 Exhibit A to Note Filed herewith electronically