- Securities Registration: Employee Benefit Plan (S-8)
17 Mai 2010 - 10:46PM
Edgar (US Regulatory)
Registration
No. 333 - ____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
RAM
ENERGY RESOURCES, INC.
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
|
|
20-0700684
|
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
5100
East Skelly Drive, Suite 650
Tulsa,
OK 74135
|
|
(Address
of principal executive offices) (zip
code)
|
|
RAM
ENERGY RESOURCES, INC.
2006 LONG-TERM INCENTIVE PLAN
(Full
title of the plan)
G.
Les Austin, Senior Vice President,
Chief
Financial Officer, Secretary and Treasurer
RAM
Energy Resources, Inc.
5100
East Skelly Drive, Suite 650
Tulsa,
OK 74135
(918)
663-2800
|
|
(Name,
address and telephone number of agent for
service)
|
Copies
of Correspondence to:
|
David
J. Ketelsleger
|
McAfee
& Taft A Professional Corporation
|
10
th
Floor, Two Leadership Square
|
Oklahoma
City, Oklahoma 73102
|
(405)
235-9621
|
Indicate
by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ] (do not check if a smaller reporting
company)
|
Smaller
reporting company [X]
|
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
1
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
1
|
Common
Stock, Par Value $0.0001 per share
|
1,400,000
|
$1.84
|
$2,576,000
|
$183.67
|
1
Estimated
pursuant to Rules 457(c) and (h) solely for the purposes of computing the
registration fee based upon the average of the high and low prices of RAM Energy
Resources, Inc. common stock, as reported on the NASDAQ Capital Market on
May 14, 2010.
EXPLANATION
OF REGISTRATION STATEMENT
This
Registration Statement on Form S-8 is made solely to register additional
securities of the same class for which Registration Statement No. 333-137311 was
previously filed. The contents of the earlier Registration Statement
are incorporated herein by reference.
McAfee &
Taft A Professional Corporation, Oklahoma City, Oklahoma, will issue an opinion
to us about certain legal matters relating to the securities. C.
David Stinson is a shareholder with the law firm of McAfee & Taft A
Professional Corporation, which provided the opinion in connection with the
securities being registered by this registration statement. Mr.
Stinson owns 500,000 shares of our common stock.
PART
II
|
INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
|
|
5*
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Opinion
of McAfee & Taft A Professional
Corporation.
|
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23*
|
Consent
of McAfee & Taft A Professional Corporation (included in Exhibit
5).
|
|
____________________________
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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 this 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 Tulsa, State of Oklahoma, on the 17th day of May, 2010.
(Registrant)
|
RAM
ENERGY RESOURCES, INC.
|
|
|
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By: /s/ Larry
E. Lee
|
|
Name: Larry
E. Lee
|
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Title: Chairman,
President and Chief Executive Officer
|
|
|
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By: /s/ G.
Les Austin
|
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Name: G.
Les Austin
|
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Title: Senior
Vice President, Chief Financial Officer, Secretary and
Treasurer
(Principal
Financial and Accounting Officer)
|
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 date
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
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/s/ Larry
E. Lee
|
|
Director
|
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May
17, 2010
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Larry
E. Lee
|
|
|
|
|
|
|
|
|
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/s/ Sean
P. Lane
|
|
Director
|
|
May
17, 2010
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Sean
P. Lane
|
|
|
|
|
|
|
|
|
|
/s/ Gerald
R. Marshall
|
|
Director
|
|
May
17, 2010
|
Gerald
R. Marshall
|
|
|
|
|
|
|
|
|
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/s/ John
M. Reardon
|
|
Director
|
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May
17, 2010
|
John
M. Reardon
|
|
|
|
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INDEX
TO EXHIBITS
|
|
|
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Exhibit
No.
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Description
|
Method of Filing
|
|
|
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5
|
Opinion
of McAfee & Taft a Professional Corporation
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Filed
herewith electronically
|
|
|
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23
|
Consent
of McAfee & Taft A Professional Corporation (included in Exhibit
5)
|
Filed
herewith electronically
|
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