**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

(Amendment No. 1)

 

**x**  **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended December 31, 2008

 

Or

 

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

 

 

| Commission file number 001-12396                                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                               |   |
| **THE BEARD COMPANY**                                                                                                                                                                                              |
| (Exact name of registrant as specified in its charter)                                                                                                                                                             |
|                                                                                                                                                                                                               |   |
| **Oklahoma**                                                                                                                                                                                                       | **73-0970298** |
| (State or other jurisdiction ofincorporation or organization)                                                                                                                                                      | (I.R.S. Employer Identification No.) |
|                                                                                                                                                                                                               |   |
| **Harvey Parkway****301 N. W. 63rd Street, Suite 400****Oklahoma City, Oklahoma**                    **73116** |
| (Address of principal executive offices)       (Zip Code)                                                                                                                       |
|                                                                                                                                                                                                               |   |
| Registrant’s telephone number, including area code**: (405) 842-2333**                                                                                                                                       |
|                                                                                                                                                                                                               |   |
| **Securities registered pursuant to Section 12(b) of the Act:**                                                                                                                                                    |
| (Title of each class)                                                                                                                                                                                              | (Name of each exchange on which registered) |
| None                                                                                                                                                                                                               | None |
|                                                                                                                                                                                                               |   |
| **Securities registered pursuant to Section 12(g) of the Act:**                                                                                                                                                    |
| Common Stock, $.0006665 par value                                                                                                                                                                                  |

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o   No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirement for the past 90        days.  Yes x   No o

 

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form l0-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o                                            | Accelerated filer o         |
|---------------------------------------------------------------------------|----------------------------------|
| Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting company x |

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No x

 

The aggregate market value of the voting common equity held by non-affiliates computed by reference to the last sale price of registrant’s common stock on the OTC Bulletin Board as of the close of business on June 30, 2008, was $6,077,000.

 

The number of shares outstanding of the registrant's common stock as of March 31, 2009 was

Common Stock $.0006665 par value – 9,912,457.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Portions of the Registrant’s Proxy Statement for its 2009 Annual Meeting of Stockholders are incorporated by reference as to Part III, Items 10, 11, 12, 13 and 14.

 

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**THE BEARD COMPANY**

**FORM 10-K/A**

**For the Fiscal Year Ended December 31, 2008**

 

**TABLE OF CONTENTS**

 

 

**EXPLANATORY NOTE**

 

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K/A of The Beard Company (the “Company”) for the year ended December 31, 2008 is to respond to comments received from the Securities and Exchange Commission in their letter to the Company dated November 20, 2009. Specifically, the Company is amending its disclosure to include paragraph 4(b) in Exhibits 31.1 and 31.2 regarding the        design of the Company’s internal control over financial reporting. All other information and disclosures in the original filing remain the same.

 

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

|                   | **THE BEARD COMPANY** |
|------------------------|-----------------------|
|                   | **(Registrant)**      |
|                   |                  |
| Date: January 15, 2010 | By:                   | /s/  Herb Mee, Jr. |
|                   |                  | Herb Mee, Jr., President |

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.

 

 

| **Signature** | **Title**                      | **Date**                                |
|---------------|--------------------------------|-----------------------------------------|
|          |                           |                                    |   |
| By:           | /s/  W. M. Beard     | Chief Executive Officer                 | January 15, 2010 |
|          | W. M. Beard                    |                                    |   |
|          |                           |                                    |   |
| By:           | /s/  Herb Mee, Jr.   | President and Chief Financial Officer   | January 15, 2010 |
|          | Herb Mee, Jr.                  |                                    |   |
|          |                           |                                    |   |
| By:           | /s/  Jack A. Martine | Controller and Chief Accounting Officer | January 15, 2010 |
|          | Jack A. Martine                |                                    |   |
|          |                           |                                    |   |
| By:           | /s/  W. M. Beard     | Chairman of the Board                   | January 15, 2010 |
|          | W. M. Beard                    |                                    |   |
|          |                           |                                    |   |
| By:           | /s/  Herb Mee, Jr.   | Director                                | January 15, 2010 |
|          | Herb Mee, Jr.                  |                                    |   |
|          |                           |                                    |   |

 

 

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| By:    | /s/  Allan R. Hallock      | Director | January 15, 2010 |
|--------|--------------------------------------|----------|------------------|
|   | Allan R. Hallock                     |     |             |
|   |                                 |     |             |
| By:    | /s/  Harlon E. Martin, Jr. | Director | January 14, 2010 |
|   | Harlon E. Martin, Jr.                |     |             |
|   |                                 |     |             |
| By:    | /s/  Donald L. Dillingham  | Director | January 14, 2010 |
|   | Donald L. Dillingham                 |     |             |
|   |                                 |     |             |
| By:    | /s/  Mark Bronson          | Director | January 14, 2010 |
|   | Mark Bronson                         |     |             |
|   |                                 |     |             |
| By:    | /s/  Scott Brown           | Director | January 15, 2010 |
|   | Scott Brown                          |     |             |

 

 

 

| **INDEX TO EXHIBITS** |
|-----------------------|
|                  |   |   |
| **Exhibit No.**       | **Description** | **Method of Filing** |
|                  |   |   |
| 31.1                  | Chief Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) | Filed herewith electronically |
|                  |   |   |
| 31.2                  | Chief Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) | Filed herewith electronically |

 

 

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