BETA OIL & GAS INC
8-K/A, 1999-08-10
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                        ------------------------------

                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

                         AUGUST 2, 1999 (JULY 30, 1999)






                              BETA OIL & GAS, INC.
             (Exact name of registrant as specified in its charter)






     Nevada                333-68381                       86-0876964
(State or other    (Commission File Number) (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or
organization)






901 Dove Street, #230, Newport Beach, Ca                  92660
(Address of principal executive offices)                (Zip Code)








                                 (949) 752-5212
              (Registrant's telephone number, including area code)








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<PAGE>





Item 5.  OTHER EVENTS

On July 30, 1999,  Beta Oil & Gas,  Inc.  ("Registrant")  completed  its initial
public  offering of common stock.  Registrant  sold  1,465,490  shares of common
stock at $6.00 per share out of the 1,500,000  maximum  number of shares offered
pursuant to its S-1 Registration  Statement which was declared effective July 1,
1999. Registrant intends to withdraw from registration the 34,510 unsold shares,
the 150,000 shares registered to satisfy an "Over-Allotment Option," and a total
of  31,878  shares  issuable  upon  exercise  of  Selected  Dealer  Warrants  in
connection with the unsold portion of the offering, including the Over-allotment
Option.

Upon completion of the initial public offering,  Registrant has 8,982,982 shares
of common stock  outstanding  and 2,477,193  shares of common stock reserved for
issuance  upon  exercise of  warrants.  Registrant  realized  gross  proceeds of
$8,792,948  from the sale of its common  stock in the initial  public  offering,
before deducting commissions and offering expenses.





                                   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 who is duly authorized.





                                    BETA OIL & GAS, INC.


Date:  August 2, 1999         By    /s/ J. Chris Steinhauser
                                  ------------------------
                                   J. Chris Steinhauser
                                   Chief Financial Officer,
                                   Principal Accounting Officer
                                   and Director




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