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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
Date of Report (date of earliest event reported): December 21, 2010
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)
(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 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 December 21, 2010, Baron Energy, Inc. (the "Company") executed two identical
Assignment and Bill of Sales (collectively, the "Assignments") with each of the
McCabe Family Trust ("McCabe") and the Rochford Living Trust ("Rochford" and
together with McCabe, the "Trusts") for all of the Company's non-operated
working interests in oil and gas leases in Borden and Garza Counties, Texas and
certain non-operated working interests in oil and gas leases in Scurry County,
Texas (collectively, the "Working Interests"). In addition to the Working
Interests, the Trusts also acquired all of the Company's right, title and
interest in and to all contracts, agreements, real and personal property,
easements, equipment, fixtures, licenses, approvals, permits, hydrocarbons, and
other minerals associated with, produced from, and/or directly related to the
Working Interests ("Purchased Property").
Pursuant to the terms of the Assignments, McCabe and Rochford each acquired a
50% interest in the Purchased Property, effective as of December 1, 2010. The
Trusts paid the Company $1.18 million in cash for the Purchased Property.
The Company's net daily production level attributable to the Working Interests
was approximately 15 barrels of oil equivalent per day.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The information provided in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
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2.1 Assignment and Bill of Sale dated December 21, 2010, by and
between Baron Energy, Inc. and the McCabe Family Trust.*
2.2 Assignment and Bill of Sale dated December 21, 2010, by and
between Baron Energy, Inc. and the Rochford Living Trust.*
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* Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company undertakes to furnish supplemental copies of any of the omitted
exhibits upon request by the Securities and Exchange Commission.
2
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: December 23, 2010 By: /s/ Ronnie L. Steinocher
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Name: Ronnie L. Steinocher
Title: President and Chief Executive Officer
