As filed with the Securities and Registration No. 333-
Exchange Commission on June 25, 1996
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of Principal Executive Office) (Zip Code)
THE BEARD COMPANY DEFERRED STOCK COMPENSATION PLAN
(Full title of the plan)
Mr. Herb Mee, Jr. Copies to:
President Jerry A. Warren, Esq.
The Beard Company McAfee & Taft
Enterprise Plaza, Suite 320 A Professional Corporation
5600 North May Avenue Tenth Floor
Oklahoma City, Oklahoma 73112 Two Leadership Square
(Name and address of agent Oklahoma City, Oklahoma 73102
for service)
405/842-2333
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
- -----------------------------------------------------------------------
Title of Proposed maxi- Proposed maxi- Amount
securities Amount mum offering mum aggre- of regis-
to be to be price per gate offering tration
registered registered* unit** price** fee**
- -----------------------------------------------------------------------
Common Stock, 50,000 $2.875 $143,750 $100.00
$.001 par shares
value
- -----------------------------------------------------------------------
* In addition, pursuant to Rule 416(a) under the Securities Act of
1933, this Registration Statement also covers an indeterminant
number of shares which, by reason of certain events specified in
The Beard Company Deferred Stock Compensation Plan (the "Plan"),
may become subject to the Plan.
** Minimum established by Section 6(b) of the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant incorporates herein by reference the following
documents filed with the Securities and Exchange Commission (the
"Commission");
1. The registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1995, filed with the Commission on April
1, 1996.
2. The registrant's quarterly report on Form 10-Q for the
period ended March 31, 1996, filed with the Commission on May 3, 1996.
3. The description of the common stock set forth in the
registrant's Registration Statement on Form 8-B filed with the
Commission on October 5, 1993.
All reports hereafter filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all of the shares of the registrant's common stock covered by this
registration statement have been sold or which deregisters all such
shares then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 1031 of the Oklahoma General Corporation Act, under
which act the registrant is incorporated, authorizes the indemnification
of officers and directors in certain circumstances. Article VII of the
Bylaws of the registrant provide indemnification of directors, officers
and agents to the extent permitted by the Oklahoma General Corporation
Act. The registrant has also entered into an indemnification agreement
with each of its directors. These provisions and the indemnification
agreements may be sufficiently broad to indemnify such persons for
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 - Amended and Restated Certificate of Incorporation of
registrant as filed with the Secretary of State of Oklahoma on
August 25, 1993. (This Exhibit has been previously filed as
Exhibit 3(a) to Amendment No. 1, filed on September 3, 1993 to
registrant's Registration Statement on Form S-4, File No. 33-66598,
and same is incorporated by reference).
4.2 - Registrant's Restated By-Laws (as amended as of January 11,
1996). (This Exhibit has been previously filed as Exhibit
3(ii) to registrant's 10-K for the period ended December 31,
1995, filed on April 1, 1996, and same is incorporated by
reference).
5 - Opinion of McAfee & Taft A Professional Corporation
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of McAfee & Taft A Professional Corporation (included
in Exhibit 5).
99 - Copy of The Beard Company Deferred Stock Compensation Plan
(This Exhibit has been previously filed as Exhibit 10(k) to
registrant's 10-K for the period ended December 31, 1995,
filed on April 1, 1996, and same is incorporated by
reference).
Item 9. Undertakings.
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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if 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
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefor,
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 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 by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 of 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 17th day of June, 1996.
THE BEARD COMPANY
By HERB MEE, JR.
Herb Mee, Jr., President
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.
Signature Title Date
W. M. BEARD Chairman of the Board June 17, 1996
W. M. Beard and Chief Executive
Officer
HERB MEE, JR. President, Chief June 17, 1996
Herb Mee, Jr. Financial Officer and
Director
CINDY JANKA Controller and Chief June 17, 1996
Cindy Janka Accounting Officer
FORD C. PRICE Director June 18, 1996
Ford C. Price
ALLAN R. HALLOCK Director June 18, 1996
Allan R. Hallock
W. R. PLUGGE Director June 17, 1996
W. R. Plugge
MICHAEL E. CARR Director June 17, 1996
Michael E. Carr
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No.
<S> <C>
5 - Opinion of McAfee & Taft A Professional Corporation
23.1 - Consent of KPMG Peat Marwick LLP
</TABLE>
Law Offices
McAfee & Taft
A Professional Corporation
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7101
(405) 235-9621
Fax (405) 235-0439
June 17, 1996
Mr. Herb Mee, Jr.
The Beard Company
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
Re: Shares of The Beard Company
Common Stock, Par Value $.001, to
be issued pursuant to The Beard
Company Deferred Stock
Compensation Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
("Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with The Beard Company
Deferred Stock Compensation Plan (the "Plan"), which Registration
Statement covers the offer and sale of up to 50,000 shares of
common stock, par value $.001 per share ("Common Stock"), of The
Beard Company (the "Company"). We also examined your minute books
and other corporate records, and made such other investigation as
we deemed necessary in order to render the opinions expressed
herein.
Based on the foregoing, we are of the opinion that the
50,000 shares of Common Stock to be purchased pursuant to the Plan,
when issued in accordance with the Plan, will be validly issued,
fully paid and nonassessable, and no personal liability will attach
as a result of ownership of the Common Stock.
Consent is hereby given for the inclusion of this opinion
as part of the Registration Statement.
Very truly yours,
MCAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Beard Company:
We consent to the use of our report incorporated herein by
reference, which report appears in the December 31, 1995 annual
report on Form 10-K of The Beard Company.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
June 17, 1996
