Form S-8 BASIC ENERGY SERVICES
Tweet
Share
E-mailAs filed with the Securities and Exchange Commission on May 24, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________
BASIC ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware | 54-2091194 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
801 Cherry Street, Suite 2100 Fort Worth, Texas | 76102 |
(Address of Principal Executive Offices) | (Zip Code) |
Sixth Amended and Restated Basic Energy Services, Inc.
2003 Incentive Plan
(Full title of the plan)
2003 Incentive Plan
(Full title of the plan)
T.M. “Roe” Patterson
President and Chief Executive Officer
801 Cherry Street, Suite 2100
Fort Worth, Texas 76102
(817) 334-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________
Copies to:
David C. Buck
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
_____________________________
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 the 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 | þ |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, par value $0.01 per share (3) | 1,000,000 shares | $2.07 | $2,070,000 | $209 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares as may be necessary to adjust the number of shares being offered or issued pursuant to the plan as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based upon the average of the high and low sales prices of the shares as reported on The New York Stock Exchange on May 20, 2016. |
(3) | Represents additional shares available for future grants under, shares underlying options granted under and shares subject to resale issued under, the Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended effective as of May 19, 2016. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), Basic Energy Services, Inc. (“Basic” or the “Company”) is filing this registration statement to register 1,000,000 additional shares of its common stock pursuant to the Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended effective as of May 19, 2016 (as may be further amended from time to time, the “Plan”), not previously registered, including awards that may be issued after the date of this registration statement. The Board of Directors of the Company recommended for approval and, on May 19, 2016, the stockholders of the Company approved an amendment to the Plan that increased the number of shares available for issuance under the Plan from 11,350,000 to 12,350,000.
The contents of the registration statements on Form S-8 of Basic (No. 333-181674, No. 333-189013 and No. 333-210373) relating to the Plan are incorporated by reference into this registration statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this registration statement.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company incorporates by reference the documents or portions of documents listed below that were filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that any information contained in such filings is deemed “furnished” and not “filed” in accordance with the rules of the SEC:
(1) | the description of the Company’s common stock, par value $0.01 per share, set forth under the caption “Description of Registrant’s Securities to be Registered” in the Company’s registration statement on Form 8-A filed with the SEC on December 6, 2005, including all amendments and reports filed for the purpose of updating such descriptions; |
(2) | the Company’s Annual Report on Form 10-K filed on February 23, 2016; and |
(3) | the Company’s Quarterly Report on Form 10-Q filed on April 25, 2016; |
(4) | the Company’s Current Reports on Form 8-K filed on February 19, 2016, February 29, 2016, March 30, 2016, May 11, 2016 and May 23, 2016. |
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated herein by reference 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 subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
You may request a copy of these filings, free of charge, by writing or telephoning Basic at the following address and telephone number:
Basic Energy Services, Inc.
801 Cherry Street, Suite 2100
Fort Worth, Texas 76102
(817) 334-4100
Attn: Investor Relations
2
Item 8. Exhibits
Exhibit Number | Description | |
4.1 | Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc., dated September 22, 2005. (Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (SEC File No. 333-127517), filed on September 28, 2005). | |
4.2 | Amended and Restated Bylaws of Basic Energy Services, Inc., effective as of March 9, 2010. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 15, 2010). | |
4.3 | Specimen Stock Certificate representing common stock of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (SEC File No. 333-127517), filed on November 4, 2005). | |
10.1 | Amendment No. 1 to Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 23, 2016). | |
*5.1 | Opinion of Andrews Kurth LLP with respect to the legality of the securities. | |
*23.1 | Consent of KPMG LLP. | |
*23.2 | Consent of Andrews Kurth LLP (included as part of Exhibit 5.1). | |
*24.1 | Powers of Attorney (set forth on the signature page of this registration statement). | |
* Filed herewith.
The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fort Worth, State of Texas, on May 24, 2016.
BASIC ENERGY SERVICES, INC.
By: /s/ T.M. “Roe” Patterson |
T.M. “Roe” Patterson President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Basic Energy Services, Inc. hereby constitutes and appoints T.M. “Roe” Patterson and Alan Krenek, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 24, 2016.
Signature | Title |
/s/ T.M. “Roe” Patterson T.M. “Roe” Patterson | President, Chief Executive Officer and Director (Principal Executive Officer) |
/s/ Alan Krenek Alan Krenek | Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) |
/s/ John Cody Bissett John Cody Bissett | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
/s/ Steven A. Webster Steven A. Webster | Chairman of the Board of Directors |
/s/ William E. Chiles William E. Chiles | Director |
/s/ James S. D’Agostino, Jr. James S. D’Agostino, Jr. | Director |
/s/ Robert F. Fulton Robert F. Fulton | Director |
/s/ Antonio O. Garza, Jr. Antonio O. Garza, Jr. | Director |
/s/ Kenneth V. Huseman Kenneth V. Huseman | Director |
/s/ Sylvester P. Johnson, IV Sylvester P. Johnson, IV | Director |
/s/ Thomas P. Moore, Jr. Thomas P. Moore, Jr. | Director |
EXHIBIT INDEX
Exhibit Number | Description | ||
4.1 | Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc., dated September 22, 2005. (Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (SEC File No. 333-127517), filed on September 28, 2005). | ||
4.2 | Amended and Restated Bylaws of Basic Energy Services, Inc., effective as of March 9, 2010. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 15, 2010). | ||
4.3 | Specimen Stock Certificate representing common stock of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (SEC File No. 333-127517), filed on November 4, 2005). | ||
10.1 | Amendment No. 1 to Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 23, 2016). | ||
*5.1 | Opinion of Andrews Kurth LLP with respect to the legality of the securities. | ||
*23.1 | Consent of KPMG LLP. | ||
*23.2 | Consent of Andrews Kurth LLP (included as part of Exhibit 5.1). | ||
*24.1 | Powers of Attorney (set forth on the signature page of this registration statement). | ||
* Filed herewith.
The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
Exhibit 5.1
 | Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com |
May 24, 2016
Basic Energy Services, Inc.
801 Cherry Street, Suite 2100
Fort Worth, Texas 76102
801 Cherry Street, Suite 2100
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel to Basic Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to an additional 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, under the Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issuance of Shares in accordance with the Plan.
As the basis for the opinions hereinafter expressed, we have examined: (i) originals or copies certified or otherwise identified to our satisfaction, of (a) the Registration Statement, (b) the Plan, (c) the Amended and Restated Certificate of Incorporation of the Company, as amended to date, (d) the Amended and Restated Bylaws of the Company, as amended to date, (e) certain resolutions of the Board of Directors of the Company certified to us to be true and correct by the Secretary of the Company, and (f) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion, and (ii) such statutes, including the Delaware General Corporation Law (the “DGCL”), and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion.
In making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies.
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC
Basic Energy Services, Inc.
May 24, 2016
Page 2
Based upon the foregoing, and subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
1. Following the due authorization of a particular award by a duly constituted and acting committee of the Board of Directors of the Company, as provided in and in accordance with the Plan, the Shares issuable by the Company pursuant to such award will have been duly authorized.
2. Upon issuance and delivery of the Shares from time to time pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of the applicable award agreement, and upon receipt by the Company of lawful consideration therefor under the DGCL in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal laws of the United States of America and the DGCL. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder.
Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time as the Registration Statement becomes effective.
Very truly yours,
/s/ Andrews Kurth LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Basic Energy Services, Inc.:
Basic Energy Services, Inc.:
We consent to the incorporation by reference in the registration statement on Form S-8 of Basic Energy Services, Inc. of our reports dated February 23, 2016, with respect to the consolidated balance sheets of Basic Energy Services, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the annual report on Form 10-K of Basic Energy Services, Inc. for the year ended December 31, 2015.
Our report dated February 23, 2016, on the effectiveness of internal control over financial reporting as of December 31, 2015, contains an explanatory paragraph that states Basic Energy Services, Inc. acquired Harbor Resources, LLC, Aerion Rental, LLC, and Grey Rock Pressure Pumping, LLC (collectively, the “Acquisitions”) during 2015, and management excluded from its assessment of the effectiveness of Basic Energy Services, Inc.’s internal control over financial reporting as of December 31, 2015, the Acquisitions’ internal control over financial reporting associated with total assets of $16.7 million and total revenues of $3.0 million included in the consolidated financial statements of Basic Energy Services, Inc. and subsidiaries as of and for the year ended December 31, 2015. Our audit of internal control over financial reporting of Basic Energy Services, Inc. also excluded an evaluation of the internal control over financial reporting of the Acquisitions.
/s/ KPMG LLP
Dallas, Texas
May 23, 2016
May 23, 2016
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Quorum Announces Q4 and Year End 2023 Results
- TransAlta Declares Dividends
- Rubrik Announces Pricing of Upsized Initial Public Offering
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
