UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 2, 2010
BARON ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-146627 26-0582528
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
392 W. Mill Street,
New Braunfels, TX 78130
(Address of principal executive offices) (Zip Code)
(830) 608-0300
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 obligations 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 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))
EXPLANATORY NOTE
On June 8, 2010, Baron Energy, Inc. (the "Company," "we," "us," "our") filed a
Current Report on Form 8-K (the "Original Form 8-K") regarding an extension and
modification to the loan agreement between American State Bank ("ASB") and the
Company (the "ASB Loan Modification"). We are filing this Current Report on Form
8-K/A to amend the Original Form 8-K to update the disclosure therein by adding
the following Item 3.02 information.
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Under the terms of our loan agreements with subordinated lenders, Charles W.
Darter, Jr. ("Darter") and BaseLine Capital, Inc. ("BaseLine"). any modification
to our loan with ASB required the consent of Darter and Baseline. In connection
with Darter's consent to the ASB Loan Modification, on June 15, 2010, we issued
Darter 250,000 shares of our common stock, valued at $50,000. In connection with
Baseline's consent to the ASB Loan Modification, on June 15, 2010, we issued the
following affiliates of Baseline, per Baseline's instructions, an aggregate of
557,435 shares of our common, valued at $111,487.
Name Number of Shares Value
---- ---------------- --------
Karl Reiter 27,872 $ 5,574
Jerry E. Polis Family Trust 83,615 $ 16,723
Jerry Ehrens 83,615 $ 16,723
Davric Corporation 362,233 $ 72,467
-------- --------
TOTAL 557,435 $111,487
======== ========
All of the securities offered and sold in such transactions were offered and
sold in reliance upon the private placement exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended. We relied on this
exemption based on the fact that (1) there were a limited number of recipients
of such securities, and there was no general solicitation or advertising for the
purchase of the securities, (2) all such investors were accredited investors or
otherwise, either alone or through a purchaser representative, had knowledge and
experience in financial and business matters such that each was capable of
evaluating the risks of the investment, and (3) the investors took their
securities for investment purposes without a view to distribution. The
securities offered and sold as described herein have not been registered under
the Securities Act, and therefore may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BARON ENERGY, INC.
Date: April 4, 2011 By: /s/ Ronnie L. Steinocher
-----------------------------------------
Name: Ronnie L. Steinocher
Title: President and Chief Executive Officer
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