Registration No. 333 - ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| | RAM ENERGY RESOURCES, INC. | |
| | (Exact name of registrant as specified in its charter) | |
| | Delaware | | 20-0700684 | |
| | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | |
| | 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 | |
| (Address of principal executive offices) (zip code) |
| | RAM ENERGY RESOURCES, INC. 2006 LONG-TERM INCENTIVE PLAN (Full title of the plan) G. Les Austin, Senior Vice President, Chief Financial Officer, Secretary and Treasurer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 (918) 663-2800 | |
| (Name, address and telephone number of agent for service) |
| Copies of Correspondence to: |
| David J. Ketelsleger |
| McAfee & Taft A Professional Corporation |
10th Floor, Two Leadership Square |
| Oklahoma City, Oklahoma 73102 |
| (405) 235-9621 |
| Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (do not check if a smaller reporting company) | Smaller reporting company [X] |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share1 | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee1 |
| Common Stock, Par Value $0.0001 per share | 1,400,000 | $1.84 | $2,576,000 | $183.67 |
1Estimated pursuant to Rules 457(c) and (h) solely for the purposes of computing the registration fee based upon the average of the high and low prices of RAM Energy Resources, Inc. common stock, as reported on the NASDAQ Capital Market on May 14, 2010.
EXPLANATION OF REGISTRATION STATEMENT
This Registration Statement on Form S-8 is made solely to register additional securities of the same class for which Registration Statement No. 333-137311 was previously filed. The contents of the earlier Registration Statement are incorporated herein by reference.
McAfee & Taft A Professional Corporation, Oklahoma City, Oklahoma, will issue an opinion to us about certain legal matters relating to the securities. C. David Stinson is a shareholder with the law firm of McAfee & Taft A Professional Corporation, which provided the opinion in connection with the securities being registered by this registration statement. Mr. Stinson owns 500,000 shares of our common stock.
PART II
| | INFORMATION REQUIRED IN THE REGISTRATION STATEMENT |
| | 5* | Opinion of McAfee & Taft A Professional Corporation. |
| | 23* | Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5). |
| | ____________________________ |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the 17th day of May, 2010.
| (Registrant) | RAM ENERGY RESOURCES, INC. |
| | |
| | By: /s/ Larry E. Lee |
| | Name: Larry E. Lee |
| | Title: Chairman, President and Chief Executive Officer |
| | |
| | By: /s/ G. Les Austin |
| | Name: G. Les Austin |
| | Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Larry E. Lee | | Director | | May 17, 2010 |
| Larry E. Lee | | | | |
| | | | | |
| /s/ Sean P. Lane | | Director | | May 17, 2010 |
| Sean P. Lane | | | | |
| | | | | |
| /s/ Gerald R. Marshall | | Director | | May 17, 2010 |
| Gerald R. Marshall | | | | |
| | | | | |
| /s/ John M. Reardon | | Director | | May 17, 2010 |
| John M. Reardon | | | | |
| INDEX TO EXHIBITS |
| | | |
Exhibit No. | Description | Method of Filing |
| | | |
| 5 | Opinion of McAfee & Taft a Professional Corporation | Filed herewith electronically |
| | | |
| 23 | Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5) | Filed herewith electronically |
