SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: December 8, 1997
(Date of earliest event reported) November 26, 1997
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 1-12396 73-0970298
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of Principal Executive Offices)
(405)842-2333
Registrant's telephone number,
including area code
<PAGE>
Item 5. Other Events.
On November 26, 1997 the Company filed a Certificate of Merger with the
Oklahoma Secretary of State to effectuate the reincorporation of the
Company. The reincorporation was accomplished by merging the Company with
and into The New Beard Company ("NBC"), a newly formed, wholly-owned
Oklahoma subsidiary of the Company for the sole purpose of including
certain restrictions on the transfer of the Company's common stock in the
Certificate of Incorporation of NBC to prevent the loss of certain net
operating loss carryforwards. Immediately after the merger, NBC was
renamed "The Beard Company" and now conducts business as the successor
company.
The merger, pursuant to an Agreement and Plan of Merger, was approved by
the stockholders of the Company at a meeting held October 10, 1997.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
2 Agreement and Plan of Merger dated
September 16, 1997, by and between The
Beard Company and The New Beard Company,
both Oklahoma corporations. (This Exhibit
has been previously filed as Exhibit B to
Registrant's 1996 Annual Proxy Statement
filed on September 12, 1997, and same
is incorporated herein by reference.)
2.1 Certificate of Merger as filed with the
Oklahoma Secretary of State on November
26, 1997
3 Certificate of Incorporation of The New
Beard Company. (This Exhibit has been
previously filed as Exhibit C to
Registrant's 1996 Annual Proxy Statement
filed on September 12, 1997, and same is
incorporated herein by reference.)
21 1996 Annual Proxy Statement filed on
September 12, 1997 is herein incorporated
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BEARD COMPANY
HERB MEE, JR.
Herb Mee, Jr.
President
Dated: December 8, 1997
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
2 Agreement and Plan of Merger Incorporated herein by reference
2.1 Certificate of Merger Filed herewith electronically.
3 Articles of Incorporation Incorporated herein by reference
21 Notice of Annual Meeting Incorporated herein by reference
and 1996 Proxy Statement
</TABLE>
<PAGE>
CERTIFICATE OF MERGER
MERGING
THE BEARD COMPANY
INTO
THE NEW BEARD COMPANY
The New Beard Company, an Oklahoma corporation, pursuant to
Section 1081 of the Oklahoma General Corporation Act,
DOES HEREBY CERTIFY:
FIRST. That the name and state of incorporation of each of the
constituent corporations is The Beard Company, an Oklahoma corporation, and
The New Beard Company, an Oklahoma corporation;
SECOND. That an Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent
corporations in accordance with the provisions of Section 1081(C) of the
Oklahoma General Corporation Act;
THIRD. That the name of the surviving corporation is The Beard
Company, formerly The New Beard Company;
FOURTH. That the certificate of incorporation of The New Beard
Company shall be the certificate of incorporation of the surviving
corporation, except that the name of the surviving corporation shall be
changed to The Beard Company;
FIFTH. That the executed Agreement and Plan of Merger is on file
at the principal place of business of the surviving corporation, which is
located at Enterprise Plaza, Suite 320, 5600 N. May Avenue, Oklahoma City,
Oklahoma 73112;
SIXTH. That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request and without cost, to any
shareholder of any constituent corporation; and
SEVENTH. This merger shall be effective at 5:00 p.m. Central
Daylight Savings Time on the date this certificate is filed with the
Oklahoma Secretary of State.
IN WITNESS WHEREOF, The New Beard Company has caused this
certificate to be signed by its President and attested by its Secretary
this 26th day of November 1997.
ATTEST: THE NEW BEARD COMPANY
ELAINE RYCROFT HERB MEE, JR.
Elaine Rycroft, Assistant Herb Mee, Jr., President
Secretary
