-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UxentyLZvzxOKKVq2DgM2SRB43xcbgY7Kl0TvF+juanyIgFP155c5fRDaJocsnng uX6g1E2zqEn6zVau+bLLNQ== 0000909334-05-000245.txt : 20050719 0000909334-05-000245.hdr.sgml : 20050719 20050719171455 ACCESSION NUMBER: 0000909334-05-000245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050715 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050719 DATE AS OF CHANGE: 20050719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEARD CO /OK CENTRAL INDEX KEY: 0000909992 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 730970298 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12396 FILM NUMBER: 05962220 BUSINESS ADDRESS: STREET 1: 5600 N MAY AVE STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4058422333 MAIL ADDRESS: STREET 1: 5600 N MAY STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: BEARD INVESTMENT CO DATE OF NAME CHANGE: 19930730 8-K 1 bcform8k-071905.txt 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) July 15, 2005 THE BEARD COMPANY (Exact name of registrant as specified in its charter) Oklahoma 001-12396 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 3.02 Unregistered Sales of Equity Securities On May 13, 2004, The Beard Company, (the "Company") commenced a private debt placement of its 10% Participating Notes due November 30, 2006 (the "10% Notes") and Warrants to purchase 240,000 shares of the Company's common stock, targeted to raise a total of $1,200,000. The Company offered the 10% Notes to provide the working capital to retire the Company's remaining short-term debt and to fund operations. On June 8, 2004, the Company announced that it had completed the placement of all of the 10% Notes. The Placement Agent received a 6% commission on $500,000 of the 10% Notes sold by it. No commission was paid on the $700,000 of 10% Notes sold by the Company. On February 10, 2005, the Company prepaid 40% of the principal amount of the $700,000 of 10% Notes sold by it, leaving $420,000 of such notes outstanding. A $500,000 10% Note was not prepaid at the request of the holder. However, such note has been paid down to a current principal balance of $384,102 in the ordinary course of business. On June 29, 2005, the Company commenced a private debt placement of up to $2,004,102 of its 12% Convertible Subordinated Notes due August 31, 2009 (the "2009 Notes"). As part of the offering, holders of the remaining 10% Notes were given the right to exchange such notes for the 2009 Notes. The Company offered the 2009 Notes to provide the working capital to sustain the Company's activities until the operations under development in the Coal and China Segments are generating positive cash flow. On July 15, 2005, the Company accepted the subscriptions for and sold $195,000 aggregate principal amount of the 2009 Notes to three private investors. All of such amount was sold by the Company. In addition, $90,000 of 10% Notes were exchanged as of such date, resulting in a total of $285,000 of 2009 Notes being issued. Based upon the current conversion price of $2.25 per share (the "Conversion Price"), the 2009 Notes are convertible into 126,667 shares of the Company's common stock. The 2009 Notes were issued relying upon the exemption from registration provided by Section 4(2) of the Securities Act for "transactions by the issuer not involving a public offering," in transactions that fell within the safe harbor provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "4(2) Exemption"). When the 2009 Notes are converted to the Company's common stock the issuance of the common stock will be exempted from registration by Section 3(a)(9) of the Securities Act which provides an exemption for "securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange." Item 7.01 Regulation FD Disclosure. The Company has received and accepted a proposal from a lending institution indicating that it will provide the Company with $9,000,000 of lease financing for the Pinnacle Project assuming that the USDA guarantees at least 70% of the borrowed amount. The proposal is only a quotation and not a commitment to extend credit. Credit will not be extended until credit has been approved by the lending institution and the Company can provide no assurance that any financing will be provided from this lending institution. 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. ------------------------------- Herb Mee, Jr., President July 19, 2005 -----END PRIVACY-ENHANCED MESSAGE-----