Securities Registration: Employee Benefit Plan (s-8)
02 June 2021 - 6:58AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 1, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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80-0759121
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2001 Kirby Drive, Suite 200
Houston, TX
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77019
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(Address of Principal Executive Office)
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(Zip Code)
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NINE ENERGY SERVICE, INC. 2011 STOCK INCENTIVE PLAN
(Full title of the plan)
Theodore R. Moore
Senior Vice President and General Counsel
2001 Kirby Drive, Suite 200
Houston, Texas 77019
(Name and address of agent for service)
(281) 730-5100
(Telephone number, including area code, of agent for service)
Copies to:
Lanchi D. Huynh
Kirkland & Ellis LLP
1601 Elm Street
Dallas,
Texas 75201
(214) 972-1770
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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2,100,000 (2)
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$2.03 (3)
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$4,252,500.00
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$463.95
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers an indeterminate number of additional shares of common stock, par value $0.01 per share (the Common Stock), of Nine Energy Service, Inc. (the Registrant) issuable with respect to the shares
being registered hereunder by reason of any stock splits, stock dividends, recapitalization, anti-dilution provisions or other similar transaction.
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(2)
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This registration statement registers 2,100,000 shares of Common Stock to be issued under the Nine Energy
Service, Inc. 2011 Stock Incentive Plan (as amended from time to time, the Plan).
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(3)
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Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) and (h) under
the Securities Act, the offering price of the shares is based on the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on May 24, 2021.
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EXPLANATORY NOTE
This registration statement registers additional securities of the same class as other securities for which a registration statement filed on
Form S-8 (File No. 333-222660) of the Registrant is effective. The information contained in the Registrants registration statement on Form S-8 (File No. 333-222660) is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby
incorporates by reference into this registration statement the following documents:
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(a)
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The Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the Commission) on March 8, 2021;
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(b)
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The Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2021, filed with the Commission on May 6, 2021;
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(c)
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The Registrants Current Report on Form
8-K filed with the Commission on May 6, 2021 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and
any related exhibit); and
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(d)
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The description of the Common Stock contained in the Registrants Form
8-A (File No. 001-38347) filed with the Commission on January 16, 2018, including any amendment or report filed for the purpose of updating such
description.
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Except to the extent that information is deemed furnished and not filed pursuant to securities laws and
regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
The following is
a list of exhibits filed as part of this registration statement, which are incorporated herein:
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 of the requirements for filing on 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 Houston, State of Texas,
on June 1, 2021.
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NINE ENERGY SERVICE, INC.
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By:
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/s/ Theodore R. Moore
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Name: Theodore R. Moore
Title
Senior Vice President and General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Theodore R. Moore and Ann G. Fox,
and each of them, either of whom may act without the joinder of the other, as such persons true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as such person might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or their substitute or substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement and the above Power of Attorney have been signed below by the
following persons in the capacities indicated on June 1, 2021.
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Name
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Position
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/s/ Ann G. Fox
Ann G. Fox
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Guy Sirkes
Guy Sirkes
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ S. Brett Luz
S. Brett Luz
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Chief Accounting Officer
(Principal Accounting Officer)
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Ernie L. Danner
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Chairman of the Board of Directors
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/s/ David C. Baldwin
David C. Baldwin
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Director
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/s/ Mark E. Baldwin
Mark E. Baldwin
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Director
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/s/ Curtis F. Harrell
Curtis F. Harrell
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Director
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Name
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Position
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/s/ Scott E. Schwinger
Scott E. Schwinger
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Director
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/s/ Gary L. Thomas
Gary L. Thomas
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Director
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/s/ Andrew L. Waite
Andrew L. Waite
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Director
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Darryl K. Willis
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Director
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