As Filed with the Securities and Exchange Commission on August 14, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
OKLAHOMA | 73-0970298 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices)
The Beard Company 2005 Deferred Stock Compensation Plan
(Full title of the plans)
William M. Beard
Chief Executive Officer
The Beard Company
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(405) 842-2333
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jerry Warren, Esq.
McAfee & Taft A Professional Corporation
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
Telephone: (405) 552-2244
Facsimile: (405) 235-0439
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price | Amount of registration fee(3) |
Common Stock, par value $.0006665 | 200,000 (1) | $0.65 | $130,000 | $3.99 |
(1) | Additional shares to be issued under The Beard Company 2005 Deferred Stock Compensation Plan. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to The Beard Company 2005 Deferred Stock Compensation Plan. |
(2) | Estimated pursuant to Rule 457(c) and (h) solely for the purposes of computing the registration fee based upon the average of the bid and asked price of The Beard Company common stock, as reported on the OTC Bulletin Board® on August 13, 2007. |
EXPLANATORY NOTE
This Registration Statement is being filed to register 200,000 additional shares of The Beard Company’s common stock to be offered pursuant to The Beard Company 2005 Deferred Compensation Plan (the “Plan”). The initial shares offered pursuant to the Plan were registered pursuant to a Registration Statement on Form S-8 (File No. 333-136687) filed with the Securities and Exchange Commission on August 16, 2006, the contents of which are hereby incorporated by reference.
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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 on 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 Oklahoma City, State of Oklahoma, on the 14th day of August, 2007.
(Registrant) | | THE BEARD COMPANY |
| By: | /s/ Herb Mee, Jr. |
| | Herb Mee, Jr. President and Chief Financial Officer |
POWER OF ATTORNEY
We, the undersigned officers and directors of The Beard Company (hereinafter the "Company"), hereby severally constitute and appoint William M. Beard and Herb Mee, Jr., and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement on Form S-8 (and any and all amendments thereto, including post-effective amendments) to be filed with the Securities and Exchange Commission relating to The Beard 2005 Company Deferred Stock Compensation Plan granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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 dates indicated below.
Signature | | Title | | Date |
/s/ William M. Beard | | Chairman of the Board, Chief Executive Officer and Director | | |
William M. Beard | | | August 14, 2007 |
| | | | |
/s/ Herb Mee, Jr. | | President, Chief Financial Officer and Director | | |
Herb Mee, Jr. | | | August 14, 2007 |
| | | | |
/s/ Jack A. Martine | | Controller and Chief Accounting Officer | | |
Jack A. Martine | | | August 14, 2007 |
| | | | |
/s/ Allan R. Hallock | | Director | | |
Allan R. Hallock | | | August 14, 2007 |
| | | | |
/s/ Harlon E. Martin, Jr. | | Director | | |
Harlon E. Martin, Jr. | | | August 14, 2007 |
| | | | |
/s/ Ford C. Price | | Director | | |
Ford C. Price | | | August 14, 2007 |
| | | | |
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Index to Exhibits
Exhibit No. | Description | Method of Filing |
| | |
3(i) | Restated Certificate of Incorporation of The Beard Company (formerly New Beard) as filed with the Secretary of State of Oklahoma on September 20, 2000. (This Exhibit has been previously filed as Exhibit 3(i) to Registrant’s Form 10-Q for the period ended September 30, 2000, filed on November 20, 2000, and same is incorporated by reference). | Incorporated herein by reference |
| | |
3(ii) | Registrant’s By-laws as currently in effect. (This Exhibit has been previously filed as Exhibit 3(ii) to Registrant’s Form 10-K for the period ended December 31, 1997, filed on March 31, 1998 and the same is incorporated herein by reference). | Incorporated herein by reference |
| | |
5 | Opinion of McAfee & Taft A Professional Corporation | Filed herewith electronically |
| | |
23.1 | Consent of Cole & Reed, P.C. | Filed herewith electronically |
| | |
23.2 | Consent of McAfee & Taft A Professional Corporation (Included in Exhibit 5) | Filed herewith electronically |
| | |
24 | Power of Attorney (Included on signature page) | Filed herewith electronically |
| | |
99.1 | The Beard Company 2005 Deferred Stock Compensation Plan, as amended. (This Exhibit has been previously filed as Exhibit “B” to Registrant’s Proxy Statement filed on May 1, 2006 and the same is incorporated herein by reference). | Incorporated herein by reference |
| | |
99.2 | Amendment No. 2 to The Beard Company 2005 Deferred Stock Compensation Plan (This Exhibit has been previously filed as Exhibit “A” to Registrant’s Proxy Statement filed on April 30, 2007 and the same is incorporated herein by reference) | Incorporated herein by reference |