As Filed with the Securities and Exchange Commission on April __, 2002
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 (I.R.S. Employer
incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices)
The Beard Company Deferred Stock Compensation Plan
(Full title of the plan)
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
- ------------------------------- -------------------- --------------------- ------------------------ ------------------
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered(1) share price fee(2)
- ------------------------------- -------------------- --------------------- ------------------------ ------------------
Common Stock, par value .001333 312,500 Shares $1.95 $609,375 $56.06
- ------------------------------- -------------------- --------------------- ------------------------ ------------------
<FN>
(1) 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 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(R) on April 8, 2002.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
Item 2. Registrant Information and Employee Plan Annual Information (1)
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<FN>
(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Note to Part I of the Form S-8 and has been or will be sent or given to
participants in the Plan as specified in Rule 428(b)(1).
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 2000, as
filed on April 2, 2001.
2. Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001 as
filed on May 21, 2001, for the quarter ended June 30, 2001 as filed on
August 14, 2001 and for the quarter ended September 30, 2001, as filed
November 19, 2001 and the Registrant's Current Report on Form 8-K
filed on March 28, 2002.
3. The description of the Registrant's Common Stock set forth in the
Registrant's registration statement on Form 8-B filed with the
Commission on October 5, 1993, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of common stock covered by this
registration statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference to this Registration Statement
modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document
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4.1 Restated Certificate of Incorporation of Beard (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).
4.2 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).
5 Opinion of McAfee & Taft A Professional Corporation
23.1 Consent of Cole & Reed, P.C.
23.2 Consent of KPMG LLP
23.3 Consent of McAfee & Taft A Professional Corporation (included
in Exhibit 5)
99 Amendment No. Three to The Beard Company Deferred Stock
Compensation Plan
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) that, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by any
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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 25th day of
March, 2002.
(Registrant) THE BEARD COMPANY
By: 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 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 25th day of March, 2002.
Signature Title
- --------- -----
WILLIAM M. BEARD Chairman of the Board, Chief
William M. Beard Executive Officer and Director
HERB MEE, JR. President, Chief Financial Officer
Herb Mee, Jr. and Director
JACK A. MARTINE Controller and Chief Accounting
Jack A. Martine Officer
ALLAN R. HALLOCK Director
Allan R. Hallock
HARLON E. MARTIN, JR. Director
Harlon E. Martin, Jr.
FORD C. PRICE Director
Ford C. Price
Index to Exhibits
Exhibit No. Document Method of Filing
- ----------- -------- ----------------
4.1 Restated Certificate of Incorporation Incorporated herein by referenced
of Beard (formerly New Beard) as
filed with the Secretary of State of
Oklahoma on September 20, 2000.
4.2 Registrant's By-laws as currently in Incorporated herein by referenced
effect.
5 Opinion of McAfee & Taft A Filed herewith electronically
Professional Corporation
23.1 Consent of Cole & Reed, P.C. Filed herewith electronically
23.2 Consent of KPMG LLP Filed herewith electronically
23.3 Consent of McAfee & Taft A Filed herewith electronically
Professional Corporation (Included in
Exhibit 5)
99 Amendment No. Three to The Beard Filed herewith electronically
Company Deferred Stock Compensation
Plan