As filed with the Securities and Exchange Commission on May 19, 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
RIGNET, INC.
(Exact name of registrant as specified in its charter)
Delaware | 76-0677208 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S Employer Identification No.) |
1880 S. Dairy Ashford, Suite 300, Houston, Texas |
77077-4760 | |
(Address of Principal Executive Offices) | (Zip Code) |
RigNet, Inc. 2010 Omnibus Incentive Plan, as amended
(Full title of the plan)
William D. Sutton
General Counsel
1880 S. Dairy Ashford
Suite 300
Houston, Texas 77077
Telephone: 281-674-0100
Copies to:
Brian P. Fenske.
Norton Rose Fulbright US LLP
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5557
Facsimile: (713) 651-5246
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
|
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Title of securities
to be registered |
Amount
to be registered (1) |
Proposed
maximum offering price per share (2) |
Proposed
maximum aggregate offering price (2) |
Amount of
registration fee (2) |
||||
Common Stock, $0.001 par value per share |
||||||||
--To be issued under the RigNet, Inc. 2010 Omnibus Incentive Plan |
1,000,000 | $13.82 | $13,820,000 | $1,392 | ||||
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(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an additional indeterminable number of shares as may be necessary to adjust the number of shares being offered or issued pursuant to the plans as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices reported in the consolidated reporting system as of May 16, 2016, as reported on the NASDAQ Global Select Market. |
EXPLANATORY NOTE
On May 18, 2016, at the 2016 Annual Meeting of Stockholders of RigNet, Inc. (the Company), the Companys stockholders approved an amendment (the Amendment) to the RigNet, Inc. 2010 Omnibus Incentive Plan (the Plan). The Amendment provides, among other things, that an additional 1,000,000 shares of the Companys common stock, par value $0.001 per share (the Stock) may be issued under the Plan (the Additional Shares).
This Registration Statement on Form S-8 (the Registration Statement) is being filed by the Company to register the Additional Shares. These shares are in addition to the 3,000,000 shares of Stock that may be issued under the Plan pursuant to the Companys Registration Statement on Form S-8 (File No. 333-171278) (the Prior Registration Statement) filed with the Securities and Exchange Commission (the Commission) on December 20, 2010. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the Securities Act), the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. | Exhibits. |
Exhibit No. |
Exhibit Description |
|
4.1 | Specimen certificate evidencing shares of common stock (Incorporated by reference to Exhibit 4.1 filed with the Companys Registration Statement on Form S-1, as amended (Registration No. 333-169723), as declared effective of December 14, 2010) | |
5.1* | Opinion of Norton Rose Fulbright US LLP regarding legality of securities being registered | |
23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm | |
23.2* | Consent of Counsel (contained in Exhibit 5.1) | |
24.1* | Power of Attorney (included as part of signature page to this Registration Statement) | |
99.1 | 2010 Omnibus Incentive Plan and forms of agreement thereunder (Incorporated by reference to Exhibit 10.2 filed with the Companys Registration Statement on Form S-1, as amended (Registration No. 333-169723), as declared effective of December 14, 2010) | |
99.2* | Amendment to the 2010 Omnibus Incentive Plan |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 May 19, 2016.
RIGNET, INC. | ||||
By: |
/s/ Martin L. Jimmerson, Jr. |
|||
Martin L. Jimmerson, Jr. | ||||
Interim Chief Executive Officer and President |
POWER OF ATTORNEY
We, the undersigned officers and directors of RigNet, Inc., hereby severally constitute and appoint Martin Jimmerson, Charles Schneider and William Sutton, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Name |
Title |
Date |
||
/s/ Martin L. Jimmerson, Jr. Martin L. Jimmerson, Jr. |
Interim Chief Executive Officer and President (Principal Executive Officer) |
May 19, 2016 | ||
/s/ Charles Schneider Charles Schneider |
Chief Financial Officer (Principal Financial and Accounting Officer) |
May 19, 2016 | ||
/s/ Kevin M. Gerland Kevin M. Gerland |
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
May 19, 2016 | ||
/s/ James H. Browning James H. Browning |
Chairman of the Board | May 19, 2016 | ||
/s/ Kevin J. OHara Kevin J. OHara |
Vice Chairman of the Board | May 19, 2016 | ||
/s/ Charles L. Davis IV Charles L. Davis IV |
Director | May 19, 2016 | ||
/s/ Ditlef De Vibe Ditlef de Vibe |
Director | May 19, 2016 |
Name |
Title |
Date |
||
/s/ Kevin Mulloy Kevin Mulloy |
Director | May 19, 2016 | ||
/s/ Keith Olsen Keith Olsen |
Director | May 19, 2016 | ||
/s/ Mattia Caprioli Mattia Caprioli |
Director | May 19, 2016 | ||
/s/ Brent K. Whittington Brent K. Whittington |
Director | May 19, 2016 |
EXHIBIT INDEX
Exhibit No. |
Exhibit Description |
|
4.1 | Specimen certificate evidencing shares of common stock (Incorporated by reference to Exhibit 4.1 filed with the Companys Registration Statement on Form S-1, as amended (Registration No. 333-169723), as declared effective of December 14, 2010) | |
5.1* | Opinion of Norton Rose Fulbright US LLP regarding legality of securities being registered | |
23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm | |
23.2* | Consent of Counsel (contained in Exhibit 5.1) | |
24.1* | Power of Attorney (included as part of signature page to this Registration Statement) | |
99.1 | 2010 Omnibus Incentive Plan and forms of agreement thereunder (Incorporated by reference to Exhibit 10.2 filed with the Companys Registration Statement on Form S-1, as amended (Registration No. 333-169723), as declared effective of December 14, 2010) | |
99.2* | Amendment to the 2010 Omnibus Incentive Plan |
* | Filed herewith. |
Exhibit 5.1
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Norton Rose Fulbright US LLP |
||
1301 McKinney, Suite 5100 | ||
Houston, Texas 77010-3095 | ||
United States | ||
Tel +1 713 651 5151 |
||
Fax +1 713 651 5246 | ||
May 19, 2016 | nortonrosefulbright.com |
RigNet, Inc.
1880 S. Dairy Ashford
Suite 300
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as counsel to RigNet, Inc., a Delaware corporation (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of an aggregate of 1,000,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), that are reserved for issuance under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the Plan), as described in the Companys Registration Statement on Form S-8 (as may subsequently be amended, the Registration Statement).
In connection with the foregoing, we have examined the Plan and originals or copies of the corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, facsimiles, or electronic images thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan will be validly issued, fully paid and nonassessable.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America, and applicable provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm wherever it appears in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2016, relating to the consolidated financial statements of RigNet, Inc. and subsidiaries (the Company) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the Companys adoption of Accounting Standards Update No. 2015-17, Income Taxes (Topic740)), and the effectiveness of the Companys internal control over financial reporting, appearing in the Annual Report on Form 10-K of RigNet, Inc. for the year ended December 31, 2015.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
May 19, 2016
Exhibit 99.2
FIRST AMENDMENT TO THE
RIGNET, INC. 2010 OMNIBUS INCENTIVE PLAN
THIS FIRST AMENDMENT is made by RigNet, Inc. (the Sponsor ),
WITNESSETH:
WHEREAS , the Sponsor adopted on May 26, 2010, and continues to sponsor and maintain the plan known as the RigNet, Inc. 2010 Omnibus Incentive Plan (the Plan ); and
WHEREAS , the Board of Directors of the Sponsor retained the right in Section 16.1 of the Plan to amend the Plan from time to time; and
WHEREAS , the Board of Directors of the Sponsor approved resolutions on March 10, 2016, to amend the Plan as set forth below;
NOW, THEREFORE , the Sponsor agrees that, effective as set forth below, the Plan is amended as set forth below:
1. Effective upon the approval of a majority of the shareholders of the Sponsor represented in person or by proxy at the next Annual Meeting of Shareholders, Section 4.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:
(a) The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is 4,000,000 (the Authorized Shares ).
2. Effective March 10, 2016, Section 4.1(d) of the Plan is hereby amended and restated to be renamed as Section 4.1(e).
3. Effective March 10, 2016, a new Section 4.1(d) is hereby added to the Plan to read as follows:
(d) The aggregate dollar value of shares of Stock that may be granted under the Plan to any director in any Fiscal Year shall be no more than $300,000; provided, however, that with respect to any Chairman or Vice Chairman of the board, that dollar limit shall be $400,000.
3. Effective March 10, 2016, Section 4.2(a) and (b) of the Plan are hereby amended and restated in their entirety to read as follows:
4.2 | Shares That Count Against Limit . |
(a) Effective on and after March 10, 2016, if shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan.
(b) Effective on and after March 10, 2016, if shares of Stock are tendered in payment of the Option Price of an Option, such shares of Stock will count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan.
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4. Effective March 10, 2016, Section 9.2 of the Plan is hereby amended and restated in its entirety to read as follows:
9.2 Performance Goals. A Performance Goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met. Unless and until the Committee proposes for stockholder vote and the stockholders approve a change in the general Performance Goals set forth in this Article IX, the Performance Goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to one or more of the following Performance Goals, which may be based on one or more business criteria that apply to the Holder, one or more business units or subsidiaries of the Company, or the Company as a whole: earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation, and amortization, earnings before any one of, or combination of two or more of, interest, taxes, depreciation, amortization and/or any other financial adjustment to earnings set forth in the Companys audited financial statements that is allowed under generally accepted accounting principles, adjusted earnings before interest, taxes, depreciation and amortization, net earnings, earnings per share, earnings per share growth, economic value added, economic value, operating profits, net operating profit, net profits, profit return, gross margin, profit margins, profit before tax, operating margin, cash return on capitalization, operating expense, operating expense as a percentage of revenue, revenue, increase in revenue, revenue ratios (including per employee or per customer), net revenue, billings, net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, debt to capital ratio, total stockholder return, stockholder return, stockholder value, growth in stockholder value relative to a pre-determined index, financial return ratio, operating income, cash flow, net cash flow, cash flow from operations, free cash flow, cash value added performance, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth, total market value, or people value added. The Committee may select one criterion or multiple criteria for measuring performance. Goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to Performance Goals and Performance Stock or Performance Unit Awards, it is intended that the Plan will conform with the standards of section 162(m) of the Code and Treasury Regulations § 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Performance Stock or Performance Unit Awards made pursuant to the Plan shall be determined by the Committee.
Approved by the Board of Directors on March 10, 2016.
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