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 31, 2007
BASELINE OIL & GAS CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-116890 30-0226902
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State of Commission IRS Employer
Incorporation File Number I.D. Number
11811 N. Freeway (I-45), Suite 200, Houston, Texas 77060
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Address of principal executive offices
Registrant's telephone number: (281) 445-5880
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(Former Name or Former Address, if Changed Since 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 (see General Instruction A.2. below):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2007, Baseline Oil & Gas Corp. ("we" or the "Company") entered
into Extension Agreements (each, an "Extension Agreement") with the holders of
the Company's 10% convertible promissory notes due May 2007, in the aggregate
principal amount of $2.375 million (the "November 2005 Notes"). A form of
Extension Agreement is filed as Exhibit 99.1 attached hereto.
Capitalized terms used herein and not defined shall have the meanings
ascribed them in the November 2005 Notes. The terms of the November 2005 Notes
were previously disclosed in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 16, 2005, to which a copy of the
form of the November 2005 Note was filed as an exhibit 99.1 thereto.
Under the Extension Agreement, in exchange for us (i) increasing the
interest payable on the outstanding principal under the November 2005 Notes from
10% to 12%, effective as of the date of the Extension Agreement and (ii) issuing
to the note holders an aggregate of 380,000 shares of our common stock, the note
holders agreed to extend the Maturity Date until the earlier of November 15,
2007 or the date of consummation by the Company of a Merger Transaction, as
defined in the Extension Agreement. All other terms of the November 2005 Notes
remain unchanged.
The foregoing disclosure is intended merely as a summary of the material
provisions of the Extension Agreement, which is incorporated by reference. For
the complete terms of the Extension Agreement, reference should be made to
Exhibit 99.1 attached hereto.
Item 3.02 Unregistered Sale of Equity Securities.
As part of the consideration for the Extension Agreement disclosed under
Item 1.01 above, we issued to the holders of the November 2005 Notes, an
aggregate of 380,000 shares of our common stock, which shares were issued
pursuant to exemptions from registration provided by Section 4(2) of the
Securities Act.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Form of Extension Agreement, dated as of May 31, 2007, among the
Company, and each of the holders of the November 2005 Notes.
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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.
Dated: June 6, 2007
BASELINE OIL & GAS CORP.
By: /s/ Thomas Kaetzer
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Thomas Kaetzer
Chief Executive Officer
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Exhibit Index
Exhibit No. Description
99.1 Form of Extension Agreement, dated as of May 31, 2007, among the
Company, and each of the holders of the November 2005 Notes.