UNITED STATES
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
August 31, 2010
Date of Report (Date of earliest event reported)
BARON ENERGY INC.
(Exact name of registrant as specified in its charter)
Nevada 333-146627 26-0582528
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
392 W. Mill Street, New Braunfels, TX 78130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (830) 608-0300
3327 W. Wadley Ave., Suite 3-267, Midland, TX 79707
(Former name or former address, if changed from last report)
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 Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2010, American State Bank, a state banking association organized
under the laws of the State of Texas ("ASB"), assigned all of its rights, title
and interest in and to that certain loan from ASB to the Company ("ASB Loan"),
as described in our Current Reports on Form 8-K filed with the SEC on June 8,
2010, including all promissory notes and associated security documents, to
Newton Energy, Inc., a California corporation ("Newton"). In conjunction with
the assignment of ASB's interests under the ASB Loan to Newton, the Company and
Newton entered into an amended, restated and consolidated note (the "Amended
Note").
The Amended Note provides for a $1,006,000 loan from Newton to the Company
represented by a promissory note in the amount of $1,006,000. A copy of the
Amended Note is attached to this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated in its entirety in this Item 1.01 by reference. The Amended Note
bears interest at an annual rate equal to 13.5% and matures on August 25, 2015.
Interest is payable in the amount of $11,317.50 per month, commencing on
September 25, 2010. Principal and interest payments in the amount of $27,238.78
per month are due and payable commencing September 25, 2011. If the Amended Note
is prepaid before August 31, 2011, there is a prepayment penalty in the amount
of $135,810 less any interest payments made by the Company prior to the
prepayment of the principal.
The Amended Note terminates, cancels, or otherwise nullifies the stock pledge
agreements and security agreements made by Lisa P. Hamilton, Ronnie L.
Steinocher, and Pierce-Hamilton Energy Partners LP as guarantors under the
Notes. It also terminates, cancels, or otherwise nullifies the guaranty
agreements made by Lisa P. Hamilton, Ronnie L. Steinocher, and Pierce-Hamilton
Energy Partners LP as guarantors under the Notes. All other documents previously
securing the repayment of the ASB Loan remain in full force and effect and
secure the repayment of the Amended Note, pursuant to the terms thereof as
described in our Current Reports on Form 8-K filed with the SEC on June 8, 2010.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AND
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth under Item 1.01 to this Current Report on Form 8-K is
incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 1, 2010, the Company issued 420,168 shares of its common stock to
the Company's Chairman, President, and CEO, Ronnie L. Steinocher in lieu of a
cash payment of $50,000 in compensation for the period from February 22, 2010
through May 12, 2010. The shares were issued pursuant to the exemption provided
by Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering. The recipient of our securities is an "accredited
2
investor" and it took them for investment purposes without a view to
distribution. Furthermore, they had access to information concerning us and our
business prospects; there was no general solicitation or advertising for the
purchase of our securities; and the securities are restricted pursuant to Rule
144.
ITEM 8.01 OTHER EVENTS
The Company issued a press release today announcing that on September 1, 2010,
the Company issued 420,168 shares of its common stock to the Company's Chairman,
President, and CEO, Ronnie L. Steinocher in lieu of a cash payment of $50,000 in
compensation for the period from February 22, 2010 through May 12, 2010.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit Description
- ------- -----------
10.1 Amended, Restated and Consolidated Term Note by and between Baron
Energy, Inc. and Newton Energy, Inc. dated August 31, 2010.
99.1 Press Release dated September 22, 2010
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 thereunto duly authorized.
Date: September 22, 2010 /s/ Lisa Hamilton
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By: Lisa Hamilton
(Executive Vice President and
Chief Financial Officer)