-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8KAXyUKIRwbvzB8GNVgNFfZ2FHClY7j4whGBwy1bj4FBZuvE0enoDCyforLUx+D DVNMgOcOyL1P3xi+yTabVw== 0000909334-05-000096.txt : 20050404 0000909334-05-000096.hdr.sgml : 20050404 20050401174233 ACCESSION NUMBER: 0000909334-05-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEARD CO /OK CENTRAL INDEX KEY: 0000909992 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 730970298 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12396 FILM NUMBER: 05726878 BUSINESS ADDRESS: STREET 1: 5600 N MAY AVE STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4058422333 MAIL ADDRESS: STREET 1: 5600 N MAY STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: BEARD INVESTMENT CO DATE OF NAME CHANGE: 19930730 8-K 1 bcform8k-40105.txt 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: (Date of earliest event reported) March 31, 2005 THE BEARD COMPANY (Exact name of registrant as specified in its charter) Oklahoma 001-12396 73-0970298 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Enterprise Plaza 5600 N. May Avenue Suite 320 Oklahoma City, Oklahoma 73112 (Address of principal executive offices) (Zip Code) (405) 842-2333 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Information to be Included in the Report Item 3.02 Unregistered Sales of Equity Securities On May 31, 2002, The Beard Company, (the "Company") completed the sale of $1,200,000 aggregate principal amount of 10% Subordinated Notes due September 30, 2003 (the "10% Notes"). In connection with the sale of the 10% Notes the Company issued warrants to purchase an aggregate of 547,625 shares (as adjusted to reflect a subsequent 2-for-1 stock split effective August 6, 2004 (the "Stock Split") of the Company's common stock at exercise prices (adjusted to reflect subsequent anti-dilution adjustments and the Stock Split) ranging from $0.353949 to $0.3570475 per share (the "2002 Warrants"). The Company paid the 10% Notes in full on March 26, 2004. On March 29, 2005, one of the Warrant Holders exercised its 2002 Warrant to purchase an aggregate of 9,375 shares of the Company's common stock (the "Underlying Common Stock"). From May 21, 2004 through June 7, 2004, the Company completed the sale of $1,200,000 aggregate principal amount of its 10% Participating Notes due November 30, 2006 (the "Participating Notes"). The purchasers of the Participating Notes also received warrants to purchase an aggregate of 480,000 shares of the Company's common stock at exercise prices (as adjusted for the Stock Split) ranging from $0.135 to $0.23 per share (the "2004 Warrants"). The Company prepaid $240,000 of the Participating Notes on February 10, 2005. On March 3, 2005, one of the 2004 Warrant Holders exercised its 2004 Warrant to purchase an aggregate of 20,000 shares of the Underlying Common Stock. On March 31, 2005, the Company issued options to purchase an aggregate of 25,000 shares of the Company's common stock at an exercise price of $0.70 per share (the "Options") to a non-employee, financial consultant of the Company. After giving effect to the exercise of the 29,375 shares above, the Company's outstanding common shares increased to a total of 5,255,315 shares. On March 31, 2005, after the issuance of the Options, the total unregistered equity securities sold by the Company exceeded 1% of the Company's outstanding shares of common stock, thus triggering the reporting requirement set forth in Item 3.02 of Form 8-K. None of the Options, the 2002 Warrants, the 2004 Warrants or the Underlying Common Stock issued in connection with the 2002 Warrants or the 2004 Warrants are registered under the Securities Act of 1933, as amended (the "Securities Act"). The Options, the 2002 Warrants, 2004 Warrants and the Underlying Common Stock were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act for "transactions by the issuer not involving a public offering," in transactions that fell within the safe harbor provided by Rule 506 of Regulation D of the Securities Act. 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 /s/ Herb Mee, Jr. ------------------------------- Herb Mee, Jr., President April 1, 2005 -----END PRIVACY-ENHANCED MESSAGE-----