As Filed with the Securities and Exchange Commission on September 22, 2003
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 2003 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 150,000 Shares $0.545 $81,750 $7.35
- ------------------------------- -------------------- --------------------- ------------------------ ------------------
<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 2003 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
September 18, 2003.
</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, 2002,
as filed on April 15, 2003.
2. Quarterly Reports on Form 10-Q for the quarter ended March 31,
2003 as filed on May 15, 2003, and for the quarter ended June 30,
2003 as filed on August 14, 2003, and the Registrant's Current
Reports on Form 8-K filed January 10, 2003, February 25, 2003,
March 27, 2003, April 15, 2003, May 7, 2003, May 12, 2003, May
16, 2003, June 16, 2003, July 10, 2003 and August 13, 2003.
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
- ----------- --------
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 McAfee & Taft A Professional Corporation (included
in Exhibit 5)
99 The Beard Company 2003 Deferred Stock Compensation Plan. (This
Exhibit has been previously filed as Exhibit "A" to
Registrant's Proxy Statement filed on June 17, 2003, and same
is incorporated herein by reference).
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 19th day of
September, 2003.
(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 19th day of September, 2003.
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
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 Incorporated herein by reference
Incorporation 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 Incorporated herein by reference
currently in effect.
5 Opinion of McAfee & Taft A Filed herewith electronically
Professional Corporation
23.1 Consent of Cole & Reed, Filed herewith electronically
P.C.
23.2 Consent of McAfee & Taft A Filed herewith electronically
Professional Corporation
(Included in Exhibit 5)
99 The Beard Company 2003 Incorporated herein by reference
Deferred Stock Compensation
Plan.