As Filed with the Securities and Exchange Commission on August 16, 2006
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
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(Exact name of registrant as specified in its charter)
OKLAHOMA 73-0970298
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(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
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(Address of principal executive offices)
The Beard Company 2005 Deferred Stock Compensation Plan
The Beard Company 2006 Stock Option Plan
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(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
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(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 share<F3> price fee<F3>
- ------------------------------- -------------------- --------------------- ------------------------ ------------------
Common Stock, par value 200,000 <F1> $1.05 $210,000 $22.47
$.0006665
Common Stock, par value 100,000 <F2> $1.05 $105,000 $11.24
$.0006665
-------------------- --------------------- ------------------------ ------------------
TOTAL 300,000 $1.05 $315,000 $33.71
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<FN>
<F1>
Represents shares issuable 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.
<F2>
Represents shares issuable under The Beard Company 2006 Stock Option Plan.
<F3>
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 August 10, 2006
</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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(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 Plans as specified in Rule 428(b)(1).
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,
2005, as filed on April 17, 2006.
2. Quarterly Reports on Form 10-Q for the quarter ended March 31,
2006, as filed on May 22, 2006, and for the quarter ended June 30,
2006, as filed on August 14, 2006.
3. Current Reports on Form 8-K filed on February 2, 2006,
February 17, 2006, March 22, 2006, April 18, 2006, May 5,
2006, May 25, 2006, July 5, 2006 and August 15, 2006.
4. 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.
The Beard Company's Restated Certificate of Incorporation provides
that, to the fullest extent permitted by the Oklahoma General Corporation Act, a
director of The Beard Company (the "Company") shall not be liable to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a
director.
The Company's Bylaws provide that the Company will indemnify, to the
fullest extent permitted by the Oklahoma General Corporation Act, against all
expenses, liabilities and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by the person in connection with a proceeding by reason of
the fact that he or she was an officer, director, employee or agent of the
Company. However, if the suit was initiated by such person, the Company will
only indemnify such person if the proceeding was authorized by the Board of
Directors of the Company.
The Oklahoma General Corporation Act under provides that the Company
may indemnify each of its officers, directors, employees and agents against (a)
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
action, suit or proceeding brought by reason of his being or having been a
director, officer, employee or agent of the Company, or of any other
corporation, partnership, joint venture, or other enterprise at the request of
the Company, other than an action by or in the right of the Company, provided
that he acted in good faith and in a manner he reasonably believed to be in the
best interest of the Company, and with respect to any criminal action, he had no
reasonable cause to believe that his conduct was unlawful and (b) expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of any action or suit by or in the
right of the Company brought by reason of his being or having been a director,
officer, employee or agent of the Company, or any other corporation,
partnership, joint venture, or other enterprise at the request of the Company,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Company, unless and
only to the extent that the court in which such action or suit was decided has
determined that the person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper. The Company's bylaws
provide for similar indemnification. These provisions may be sufficiently broad
to indemnify such persons for liabilities arising under the Securities Act of
1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document
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).
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).
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)
24* Power of Attorney (Included on signature page).
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).
99.2 The Beard Company 2006 Stock Option Plan. (This Exhibit has
been previously filed as Exhibit "C" to Registrant's Proxy
Statement filed on May 1, 2006 and the same is incorporated
herein by reference).
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* Filed herewith
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 15th day of
August, 2006.
(Registrant) THE BEARD COMPANY
By: /s/ Herb Mee, Jr.
Herb Mee, Jr.
President and Chief Financial Officer
Exhibit 24.1
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
and The Beard Company 2006 Stock Option 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
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Chairman of the Board,
Chief Executive
/s/ William M. Beard Officer and Director
William M. Beard August 15, 2006
President, Chief Financial
/s/ Herb Mee, Jr. Officer and Director
Herb Mee, Jr. August 15, 2006
Controller and Chief
/s/ Jack A. Martine Accounting Officer
Jack A. Martine August 15, 2006
/s/ Allan R. Hallock Director
Allan R. Hallock August 15, 2006
/s/ Harlon E. Martin, Jr. Director
Harlon E. Martin, Jr. August 15, 2006
Director
Ford C. Price August __, 2006
Index to Exhibits
Exhibit
No. Document Method of Filing
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3(i) Restated Certificate of Incorporated herein by reference
Incorporation of The Beard
Company (formerly New Beard) as
filed with the Secretary of
State of Oklahoma on September
20, 2000.
3(ii) Registrant's By-laws as Incorporated herein by reference
currently in effect.
5 Opinion of McAfee & Taft A Filed electronically herewith
Professional Corporation
23.1 Consent of Cole & Reed, P.C. Filed electronically herewith
23.2 Consent of McAfee & Taft A Filed electronically herewith
Professional Corporation
(Included in Exhibit 5)
24 Power of Attorney (Included on Filed electronically herewith
signature page).
99.1 The Beard Company 2005 Deferred Incorporated herein by reference
Stock Compensation Plan, as
amended.
99.2 The Beard Company 2006 Stock Incorporated herein by reference
Option Plan.