Ranger Energy Services, Inc. (Form: S-8, Received: 05/30/2019 14:35:10)

As filed with the Securities and Exchange Commission on May 30, 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



Ranger Energy Services, Inc.
(Exact name of registrant as specified in its charter)

Delaware	81‑5449572
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

800 Gessner, Suite 1000 Houston, Texas 77024 (Address of Principal Executive Offices)(Zip Code)

Ranger Energy Services, Inc. 2017 Long Term Incentive Plan
(Full title of the plan)

Darron M. Anderson Ranger Energy Services, Inc. 800 Gessner, Suite 1000 Houston, Texas 77024 (Name and address of agent for service)

Telephone number, including area code, of agent for service: (713) 935-8900

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.



Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
Smaller reporting company ☒	Emerging growth company☒

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 13(a) of the Exchange Act. ☒



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 ⁽³⁾	Amount of Registration Fee
Class A Common Stock, par value $0.01 per share	1,600,000	$6.24	$9,984,000	$1,210.06


1.	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Form S-8 Registration Statement (the “Registration Statement”) also covers any additional shares of Common Stock as may become issuable pursuant to the adjustment provisions of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, as amended from time to time (the “the Plan”).


2.	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, using the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on May 28, 2019.

INCORPORATION OF PRIOR REGISTRANT STATEMENT BY REFERENCE

Pursuant to General Instruction E to Form S-8, Ranger Energy Services, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed by the Company on August 17, 2017 (File No.: 333-220018), except to the extent otherwise updated or modified by this Registration Statement. The additional 1,600,000 shares of common stock that are the subject of this Registration Statement relate to the amendments to the Company’s Long-Term Incentive Plan to increase the number of authorized shares available for issuance under the plan. The amendments were approved by the Company’s stockholders at the Company’s annual meeting held on May 15, 2019.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. The Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

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 following documents have been filed by the Registrant with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 6, 2019 (the “2018 Form 10-K);

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 1, 2019;

(c) The Registrant’s information included in its Definitive Proxy Statement on Schedule 14A , filed with the Commission on April 5, 2019, to the extent incorporated by reference in Part III of the 2018 Form 10-K;

(d) The Registrant’s Current Reports on Form 8-K/A filed with the Commission on February 21, 2019 (the Item 5.02 and Item 9.01 Form 8-K/A only); and

(e) The Registrant’s Current Reports on Form 8-K filed with the Commission on May 15, 2019 (the Item 5.07 Form 8-K only).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. A report on Form 8-K furnished to the Commission shall not be incorporated by reference into this Registration Statement. 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 such 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 documents are filed as a part of this Registration Statement or incorporated by reference herein:



Exhibit Number		Description
4.1		Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registrant’s Form S‑8 Registration Statement (File No. 333‑220018) filed with the Commission on August 17, 2017).
4.2		Amendment to Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, (incorporated by reference to Appendix A to the Registrant’s Form DEF 14A (File No. 001-38183) filed with the Commission on April 5, 2019).
5.1		Opinion of Locke Lord LLP as to the validity of the securities being registered.
23.1		Consent of BDO USA, LLP.
23.2		Consent of Locke Lord LLP (included in Exhibit 5.1).
24.1		Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).

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 Houston, Texas, on May 30, 2019.



Ranger Energy Services, Inc.


/s/ Darron M. Anderson		May 30, 2019
Darron M. Anderson		Date
Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Darron M. Anderson and J. Brandon Blossman and each of them, either one of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and 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 and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.



Signature		Title

/s/ Darron M. Anderson		President, Chief Executive Officer and Director
Darron M Anderson		(Principal Executive Officer)

/s/ J. Brandon Blossman		Chief Financial Officer
J. Brandon Blossman		(Principal Financial Officer)

/s/ Mario H. Hernandez		Chief Accounting Officer
Mario H. Hernandez		(Principal Accounting Officer)

/s/ Merrill A. Miller Jr.		Chairman of the Board
Merrill A. Miller Jr.

/s/ William M. Austin		Director
William M. Austin

/s/ Brett T. Agee		Director
Brett T. Agee

/s/ Richard E. Agee		Director
Richard E. Agee

/s/ Krishna Shivram		Director
Krishna Shivram

/s/ Charles S. Leykum		Director
Charles S. Leykum

/s/ Gerald C. Cimador		Director
Gerald C. Cimador

/s/ Michasel C. Kearney		Director
Michael C. Kearney

EXHIBIT 5.1

JPMorgan Chase Tower

600 Travis

Suite 2800

Houston, TX 77002

Telephone: 713-226-1200

Fax: 713-223-3717

www.lockelord.com

May 30, 2019

Ranger Energy Services, Inc.

800 Gessner, Suite 1000

Houston, Texas 77024

Ladies and Gentlemen:

We have acted as counsel to Ranger Energy Services, Inc., a Delaware corporation (the “ Company ”), in connection with the proposed issuance of up to an additional 1,600,000 shares of common stock, $0.01 par value per share (the “ Shares ”), pursuant to a registration statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Act ”), to be filed with the U.S. Securities and Exchange Commission (the “ Commission ”), which Shares are issuable under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan (the “ Plan ”).

As the basis for the opinion hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified to us as being true and complete copies of the originals, of (a) the Plan; (b) the Amended and Restated Certificate of Incorporation of the Company, as amended to date; (c) the Amended and Restated Bylaws of the Company; (d) certain resolutions of the Board of Directors of the Company; and (e) such other corporate records, certificates, 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 that all signatures on documents examined by us are genuine, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. We have also assumed that the Registration Statement has been filed with the Commission and has become effective under the Act.

Based on the foregoing and on such legal considerations as we deem relevant and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan and the related award agreements thereunder, as applicable, will be validly issued, fully paid and non-assessable. We express no opinion as to matters involving any law other than 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 Exhibit 5.1 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 Act or the rules and regulations of the Commission 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.

Very truly yours,

/s/ Locke Lord LLP

Locke Lord LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Ranger Energy Services, Inc.

Houston, Texas

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated March 6, 2019, relating to the consolidated financial statements of Ranger Energy Services, Inc. (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ BDO USA, LLP

Houston, Texas

May 29, 2019