As filed with the U.S. Securities and
Exchange Commission on June 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WILLIAMS INDUSTRIAL SERVICES GROUP INC.
(Exact Name of Registrant as Specified in
Its Charter)
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Delaware
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73-1541378
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification Number)
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100 Crescent Centre Parkway, Suite 1240
Tucker, Georgia 30084
(Address of Principal Executive Offices
and Zip Code)
Williams Industrial Services Group Inc.
2015 Equity Incentive Plan (as amended
and restated)
(Full Title of the Plan)
Charles E. Wheelock
Senior Vice President, Chief Administrative
Officer,
General Counsel, and Secretary
100 Crescent Centre Parkway, Suite 1240
Tucker, Georgia 30084
(770) 879-4400
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
Copy To:
Stuart Welburn
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York 10017-4611
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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x
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Smaller reporting company
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x
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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 (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock issuable pursuant to outstanding time-based and performance-based restricted stock units
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1,345,098
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$1.30
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$1,748,627.40
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$226.97
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Common Stock remaining available for issuance under the Plan
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154,902
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$1.18
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$182,784.36
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$23.73
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Total
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1,500,000 shares
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$1,931,411.76
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$250.70
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(1)
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This registration statement on Form S-8 (this “Registration Statement”) is being filed to register 1,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Williams Industrial Services Group Inc., a Delaware corporation (the “Registrant”, “we”, “us”, or “our”), issuable under the Williams Industrial Services Group Inc. 2015 Equity Incentive Plan, as amended and restated effective as of May 12, 2020 (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of Common Stock that may become issuable under the Plan by reason of any stock splits, stock dividends, reorganizations, mergers, consolidations, recapitalizations or other similar transactions. With respect to shares issuable pursuant to outstanding restricted stock units, the number being registered assumes that employee award recipients will select to withhold shares to pay taxes at vesting, and an average of 30% of vested shares are withheld, and that 6.5% of awards granted to employees will be forfeited with the shares being returned to the share pool.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rules 457(c) and (h). With respect to 1,345,098 shares currently issuable pursuant to outstanding unvested time-based restricted stock units and outstanding unvested performance-based restricted stock units granted under the Plan, such awards are intended to be paid out in shares, although such awards may be settled in cash at the time of payout at the Company’s determination. With respect to the additional 154,902 shares that currently remain available for issuance under the Plan, the registration fee is based on the maximum offering price, per share and in the aggregate, and the registration fee was calculated based upon the average of the high and low prices of the Common Stock as reported on the OTCQX® Best Market on June 9, 2020. The shares of Common Stock issuable pursuant to the time-based restricted stock units and performance-based awards will remain available for issuance under the Plan if any such units are settled in cash, forfeited, or withheld for taxes.
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Explanatory Note
This Registration Statement is being filed by Williams
Industrial Services Group Inc. (the “Registrant”) pursuant to General Instruction E of Form S-8 under the Securities
Act of 1933, as amended, to register an additional 1,500,000 shares of common stock, par value $0.01 (“Common Stock”),
that are issuable at any time or from time to time under the Registrant’s Amended and Restated 2015 Equity Incentive Plan
(as amended to date, the “Plan”).
On May 12, 2020, the Registrant’s Board of
Directors approved the amendment and restatement of the Plan to increase the number of shares authorized for issuance under the
Plan by 1,500,000 shares of Common Stock. In addition, on April 27, 2020, the Board of Directors approved an amendment to the Plan
to provide that any shares withheld for taxes upon exercise or vesting of an award on or after March 31, 2020 will again be available
for issuance under the Plan. The rules of the OTCQX® Best Market do not require stockholder approval of the amendment and restatement
of the Plan.
The contents of the Registrant’s Registration Statement
on Form S-8 (File No. 333-237147), filed with the U.S. Securities and Exchange Commission (the “Commission”)
on March 13, 2020, are incorporated by reference into the Registration Statement, except as supplemented
by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents, which are on file with the Commission,
are incorporated herein by reference:
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1.
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019;
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2.
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;
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3.
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 15, 2020, February 7, 2020, March 6, 2020, and March 31, 2020; and
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4.
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The Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 28, 2020.
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All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein by reference and are a part hereof from the date
of filing of such documents, except for the documents, or portions thereof, that are “furnished” (e.g., the portions
of those documents set forth under Items 2.02 or 7.01 of Form 8-K or other information “furnished” to the Commission)
rather than filed with the Commission. Any statement contained herein 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 other subsequently filed document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement.
The exhibits to this Registration Statement are listed in the
Exhibit Index below.
Exhibit
Number
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Form 10 (Commission File No. 001-16501) filed with the Commission on April 30, 2010 and incorporated herein by reference).
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4.2
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Certificate of Amendment, dated June 30, 2010, to the Second Amended and Restated Certificate of Incorporation (filed as Exhibit 3.2 to our Amendment No. 2 to Form 10 filed with the Commission on July 20, 2010 and incorporated herein by reference).
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4.3
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Second Certificate of Amendment, dated June 27, 2018, to the Second Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Form 8-K filed with the Commission on June 29, 2018 and incorporated herein by reference).
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4.4
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Fourth Amended and Restated By-Laws (filed as Exhibit 3.2 to our Form 8-K filed with the Commission on June 29, 2018 and incorporated herein by reference).
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5.1
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Opinion of Thompson Hine LLP as to the legality of the securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Thompson Hine LLP (included as part of Exhibit 5.1).
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24.1
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Power of Attorney.
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99.1
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Williams Industrial Services Group Inc. 2015 Equity Incentive Plan (as amended and restated as of May 12, 2020) (filed as Exhibit 10.6 to our Form 10-Q filed with the Commission on May 13, 2020 and incorporated herein by reference).
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99.2
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Form of Time-Based Restricted Share Unit Agreement (filed as Exhibit 10.4 to our Form 10-Q filed with the Commission on May 13, 2020 and incorporated herein by reference).
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99.3
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Form
of Performance-Based Restricted Share Unit Agreement (filed as Exhibit 10.5 to our Form 10-Q filed with the Commission on May
13, 2020 and incorporated herein by reference).
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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 Tucker, State of Georgia, on June 10, 2020.
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WILLIAMS INDUSTRIAL SERVICES GROUP INC.
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By:
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/s/ Charles E. Wheelock
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Charles E. Wheelock
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Senior Vice President, Chief Administrative Officer,
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General Counsel, and Secretary
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Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Tracy D. Pagliara*
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Chief Executive Officer, President and Director
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June 10, 2020
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Tracy D. Pagliara
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(Principal Executive Officer)
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/s/ Randall R. Lay*
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Senior Vice President and Chief Financial Officer
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June 10, 2020
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Randall R. Lay
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(Principal Financial and Accounting Officer)
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/s/ Charles Macaluso*
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Chairman of the Board of Directors
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June 10, 2020
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Charles Macaluso
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Director
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David A. B. Brown
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/s/ Steven D. Davis*
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Director
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June 10, 2020
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Steven D. Davis
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/s/ Robert B. Mills*
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Director
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June 10, 2020
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Robert B. Mills
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Director
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Nelson Obus
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*
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The undersigned, by signing his name hereto, executes this Registration Statement pursuant to the power of attorney executed
by the above-named persons and filed with the Commission as Exhibit 24.1 hereto.
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*By:
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/s/ Charles E. Wheelock
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Charles E. Wheelock, Attorney-in-Fact
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Exhibit 5.1
June 10, 2020
Williams Industrial Services Group Inc.
100 Crescent Centre Parkway, Suite 1240
Tucker, GA 30084
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Re:
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Williams Industrial Services Group Inc. Registration Statement on Form S-8
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Ladies and Gentlemen:
Williams Industrial Services Group Inc. (the “Company”)
is filing with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
S-8 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”),
to be issued from time to time pursuant to the terms of the Company’s 2015 Equity Incentive Plan, as amended and restated
on May 12, 2020 (the “Plan”).
Item 601 of Regulation S-K and the instructions to Form S-8
require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form
S-8 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement
as it relates to the Registration Statement.
In rendering this opinion, we have examined the Registration
Statement, the certificate of incorporation, as amended, and by-laws of the Company (each as amended and restated as of the date
hereof) and such other records, instruments and documents as we have deemed advisable in order to render this opinion. In such
examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of
all documents, certificates and instruments submitted to us as originals, the conformity to original documents of all documents,
certificates and instruments submitted to us as certified, conformed or photostatic copies and the authenticity of the originals
of such latter documents. Our opinion set forth below is based on the text of the Plan as referenced in the Exhibit Index to the
Registration Statement and is limited to the General Corporation Laws of the State of Delaware and laws of the State of New York,
in each case as currently in effect, and we express no opinion as to the effect on the matters covered by this letter of the laws
of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that, when issued pursuant to and in accordance with the terms of the Plan, the Shares that are the subject of the Registration
Statement will be validly issued, fully paid, and non-assessable.
This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that
may occur after the date of this opinion letter that might affect the opinions expressed herein.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and further consent to the use of our name in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
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Very truly yours,
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/s/ Thompson Hine LLP
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Thompson Hine LLP
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