rams8-5710.htm
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
10th 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 Share1
Proposed
Maximum
Aggregate Offering
Price
Amount of
Registration Fee1
Common Stock, Par Value $0.0001 per share
1,400,000
$1.84
$2,576,000
$183.67

1Estimated 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.
 
LEG AL MATTERS
 
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

ITEM 8.
EXHIBITS.

 
5*
Opinion of McAfee & Taft A Professional Corporation.

 
23*
Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5).

 
____________________________
 
 
 
* Filed herewith.


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.
   
 
By:  /s/  Larry E. Lee
 
Name:  Larry E. Lee
 
Title:  Chairman, President and Chief Executive Officer
   
 
By:  /s/  G. Les Austin
 
Name:  G. Les Austin
 
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
         
/s/  Larry E. Lee
  
Director
  
May 17, 2010
Larry E. Lee
        
         
/s/  Sean P. Lane
  
Director
  
May 17, 2010
Sean P. Lane
        
         
/s/  Gerald R. Marshall
  
Director
  
May 17, 2010
Gerald R. Marshall
        
         
/s/  John M. Reardon
  
Director
  
May 17, 2010
John M. Reardon
        


 
 
 


INDEX TO EXHIBITS
     
Exhibit
No.
Description
Method of Filing
     
5
Opinion of McAfee & Taft a Professional Corporation
Filed herewith electronically
     
23
Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5)
Filed herewith electronically