As filed with the Securities and Exchange Commission on May 15, 2019
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)
|
|
|
|
|
|
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
(817) 334-4100
|
|
(Address of Principal Executive Offices, including zip code and telephone number)
|
Basic Energy Services, Inc.
Non-Employee Director 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)
______________________________
Copy to:
Wesley P. Williams
Jessica W. Hammons
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201
(713) 951-5842
______________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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.
|
|
|
|
|
|
|
|
Large accelerated filer
|
o
|
Accelerated filer
|
þ
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
þ
|
|
|
|
Emerging growth company
|
o
|
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
|
|
|
|
|
|
|
|
|
Title of securities
to be registered
|
Amount to be
registered (1)(3)
|
Proposed
maximum
offering
price per share (2)
|
Proposed
maximum
aggregate
offering price
|
Amount of
registration
fee
|
|
Common Stock,
par value $0.01 per share, under the Basic Energy Services, Inc. Non-Employee Director Incentive Plan
|
200,000
|
$2.42
|
$484,000.00
|
$58.67
|
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of common stock as may become issuable pursuant to the adjustment provisions of the Basic Energy Services, Inc. Non-Employee Director Incentive Plan (the “Plan”) including 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 9, 2019.
(3) This registration statement registers an additional 200,000 shares issuable under the Plan. The Registrant previously registered 100,000 shares issuable under the Plan under a Registration Statement on Form S-8 (File No. 333-218224).
EXPLANATORY NOTE
Basic Energy Services, Inc. (the “Company”) is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of additional shares of common stock of the Company, par value $0.01 per share, that may be issued under the Basic Energy Services, Inc. Non-Employee Director Incentive Plan (the “Plan”). The 200,000 shares of common stock being registered pursuant to this Registration Statement have been reserved and authorized for issuance from the Company’s authorized and unissued capital stock. Except as otherwise set forth below, the contents of the registration statement on Form S-8 (File No. 333-218224) relating to the Plan, which was filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2017 are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company is registering additional securities under the Plan covered hereby for which registration statement on Form S-8 bearing Registration No. 333-218224 is currently effective. Therefore, pursuant to General Instruction E of Form S-8, the Company elects to incorporate by reference the contents of such registration statement which constitutes information required in this Registration Statement.
Item 8. Exhibits
.
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:
|
|
|
|
|
|
Exhibit
Number
|
Description
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
5.1
|
|
|
10.1
|
|
|
10.2
|
|
|
23.1
|
|
|
23.2
|
|
|
24.1
|
|
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 15, 2019.
BASIC ENERGY SERVICES, INC.
|
|
|
|
|
By:
/s/ T.M. “Roe” Patterson
|
|
Name: T.M. “Roe” Patterson
Title: President and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below appoints each of T.M. “Roe” Patterson and David S. Schorlemer as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
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 15, 2019.
|
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/ T.M. “Roe” Patterson
T.M. “Roe” Patterson
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
May 15, 2019
|
|
/s/ David S. Schorlemer
David S. Schorlemer
|
Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
May 15, 2019
|
|
/s/ Timothy H. Day
Timothy H. Day
|
Chairman of the Board of Directors
|
May 15, 2019
|
|
/s/ John Jackson
John Jackson
|
Director
|
May 15, 2019
|
|
/s/ James D. Kern
James D. Kern
|
Director
|
May 15, 2019
|
|
/s/ Samuel E. Langford
Samuel E. Langford
|
Director
|
May 15, 2019
|
|
/s/ Julio M. Quintana
Julio M. Quintana
|
Director
|
May 15, 2019
|
|
/s/ Anthony J. DiNello
Anthony J. DiNello
|
Director
|
May 15, 2019
|
Exhibit 5.1
|
|
|
|
|
|
|
Thompson & Knight LLP
|
|
|
ATTORNEYS AND COUNSELORS
|
AUSTIN
DALLAS
FORT WORTH
HOUSTON
NEW YORK
---------------------------------------------
ALGIERS
LONDON
México City
MONTERREY
|
|
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, TEXAS 75201
214.969.1700
FAX 214.969.1751
www.tklaw.com
|
|
|
May 15, 2019
Basic Energy Services, Inc.
801 Cherry Street, Suite 2100
Fort Worth, TX 76102
|
|
|
|
Re:
|
Registration Statement on Form S-8 (Basic Energy Services, Inc. Non-Employee Director Incentive Plan)
|
Ladies and Gentlemen:
We have acted as special counsel to Basic Energy Services, Inc., a Delaware corporation (the “
Company
”), with respect to the preparation of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “
Commission
”) on the date hereof (the “
Registration Statement
”). The Registration Statement relates to the registration of the offer and sale by the Company under the Securities Act of 1933, as amended (the “
Securities Act
”), of 200,000 shares (the “
Shares
”) of the Company’s common stock, par value $0.01 per share, issuable under the Basic Energy Services, Inc. Non-Employee Director Incentive Plan (the “
2017 Plan
”), as amended by the First Agreement to the 2017 Plan (the “
Amendment
”, and together with the 2017 Plan, the “
Plan
”).
In connection with the opinion expressed herein, we have examined original counterparts or copies of original counterparts of the following documents:
(i)
originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Second Amended and Restated Certificate of Incorporation and the Company’s Second Amended and Restated Bylaws;
(ii)
the Registration Statement; and
(iii)
the 2017 Plan and the Amendment.
We have also examined originals or copies of such other records of the Company, certificates of public officials and of officers or other representatives of the Company and agreements and other documents as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinion expressed below.
In connection with the opinion expressed below, we have assumed:
(i)
The genuineness of all signatures.
(ii)
The authenticity of the originals of the documents submitted to us.
(iii)
The conformity to authentic originals of any documents submitted to us as copies.
(iv)
As to matters of fact, the truthfulness of the representations and statements made in certificates of public officials and officers or other representatives of the Company.
(v)
The offer and sale of the Shares comply in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan.
Basic Energy Services, Inc.
May 15, 2019
Page 2
We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, the Shares will be validly issued, fully paid and non-assessable.
Our
opinion set forth above is limited to the General Corporation Law of the State of Delaware (including all applicable provisions of the constitution of such jurisdiction and reported judicial decisions interpreting such law), and we do not express any opinion herein concerning any other laws.
This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinion expressed herein is rendered and speaks only as of the date hereof and we specifically disclaim any responsibility to update such opinion subsequent to the date hereof or to advise you of subsequent developments affecting such opinion.
We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Respectfully yours,
/s/ Thompson & Knight LLP
FIRST AMENDMENT TO THE
BASIC ENERGY SERVICES, INC.
NON-EMPLOYEE DIRECTOR INCENTIVE PLAN
(Effective May 14, 2019)
This First Amendment (the “Amendment”) to the Basic Energy Services, Inc. Non-Employee Director Incentive Plan, as adopted January 6, 2017 (the “Plan”), is made by Basic Energy Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
Witnesseth:
WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to non-employee directors of the Company;
WHEREAS, Section 14(a) of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan at any time, except that the Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with applicable laws;
WHEREAS, the Board now desires to amend the Plan to increase the number of shares of common stock, par value $0.01 per share, of the Company (the “Shares”) available for awards under the Plan by 200,000 Shares, subject to approval by the stockholders of the Company; and
WHEREAS, the Board has determined that the Amendment shall be made effective upon its approval by the stockholders of the Company.
NOW, THEREFORE, BE IT RESOLVED, the Plan shall be amended, subject to approval by the stockholders of the Company, as set forth below:
The first sentence of Section 3(a) of the Plan is hereby deleted and replaced in its entirety with the following:
Subject to the provisions of Section 11 of this Plan, the maximum aggregate number of Shares that may be issued pursuant to all Awards under this Plan is Three Hundred Thousand (300,000) Shares.
RESOLVED FURTHER, that except as amended hereby, the Plan is specifically ratified and reaffirmed.