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| As filed with the Securities and Exchange Commission on April 18, 2022 |
| 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.) |
10350 Richmond, Suite 550 Houston, Texas 77042
(713) 935-8900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ranger Energy Services, Inc.
2017 Long Term Incentive Plan
(Full title of the plan)
Stuart N. Bodden
President, Chief Executive Officer and Director
Ranger Energy Services, Inc.
10350 Richmond, Suite 550
Houston, Texas 77042
(713) 935-8900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Douglas E. McWilliams
Crosby Scofield
Vinson & Elkins
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
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. ☒
EXPLANATORY NOTE
Ranger Energy Services, Inc. (the “Registrant”) is filing this Registration Statement pursuant to General Instruction E of Form S-8 to register the offer and sale of an aggregate of an additional 1,000,000 shares of Class A Common Stock that may be issued under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “Plan”).
Pursuant to General Instruction E to Form S-8, the “Registrant” hereby incorporates by reference into this Registration Statement the contents of the Form S-8 registration statements filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on August 17, 2017 (File No. 333-220018) and May 30, 2019 (File No.: 333-231818). The additional 1,000,000 shares of Class A Common Stock was authorized pursuant to an amendment to the Plan that was approved by the Registrant’s stockholders at the Registrant’s annual meeting held on May 20, 2022. PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Registration Statement or incorporated by reference herein:
| | | | | | | | |
| Exhibit Number | | Description |
| 4.1† | | |
| 4.2 | | | |
| 4.3 | | | |
| 4.4* | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 23.3* | | |
| 23.4* | | |
| 24.1* | | |
| 107* | | |
_________________________
| | | | | |
| * | Filed herewith |
| ** | To be filed by amendment |
| † | Management contract or compensatory plan or arrangement |
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 Houston, Texas, on June 1, 2022.
| | |
| Ranger Energy Services, Inc. |
|
|
| /s/ Stuart N. Bodden |
| Stuart N. Bodden |
| President, Chief Executive Officer and Director |
| (Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below appoints Stuart N. Bodden and J. Brandon Blossman, and each of them, any of whom may act without the joinder of the other, as 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 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 Commission, granting unto said attorneys-in-fact and agents with 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 or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his 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 below by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| /s/ Stuart N. Bodden | | President, Chief Executive Officer and Director | | June 1, 2022 |
| Stuart N. Bodden | | (Principal Executive Officer) | | |
| | | | |
| /s/ J. Brandon Blossman | | Chief Financial Officer | | June 1, 2022 |
| J. Brandon Blossman | | (Principal Financial and Accounting Officer) | | |
| | | | |
| /s/ William M. Austin | | Chairman of the Board | | June 1, 2022 |
| William M. Austin | | | | |
| | | | |
| /s/ Brett T. Agee | | Director | | June 1, 2022 |
| Brett T. Agee | | | | |
| | | | |
| /s/ Richard E. Agee | | Director | | June 1, 2022 |
| Richard E. Agee | | | | |
| | | | |
| /s/ Krishna Shivram | | Director | | June 1, 2022 |
| Krishna Shivram | | | | |
| | | | |
| /s/ Charles S. Leykum | | Director | | June 1, 2022 |
| Charles S. Leykum | | | | |
| | | | |
| /s/ Gerald C. Cimador | | Director | | June 1, 2022 |
| Gerald C. Cimador | | | | |
| | | | |
| /s/ Michael C. Kearney | | Director | | June 1, 2022 |
| Michael C. Kearney | | | | |
| | | | |
| /s/ Byron A. Dunn | | Director | | June 1, 2022 |
| Byron A. Dunn | | | | |
AMENDMENT TO 2017 LONG-TERM INCENTIVE PLAN
WHEREAS, Ranger Energy Services, Inc., a Delaware corporation (the “Company”) previously adopted the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan (the “LTIP”), to provide equity compensation awards for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company; and
WHEREAS, the Company desires to increase the total number of authorized shares to 3,850,000 shares of the Company’s Class A common stock, par value $0.01 per share;
NOW THEREFORE, the Company amends the LTIP as follows:
1. Section 4(a) shall be amended and restated as follows:
“Subject to adjustment in a manner consistent with Section 8, 3,850,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.”
2. All other sections of the LTIP shall remain unchanged.
Tel +1.713.758.2222 Fax +1.713.458.2346
Exhibit 5.1
June 1, 2022
Ranger Energy Services, Inc.
10350 Richmond Avenue, Suite 550
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel for Ranger Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on June 1, 2022, which Shares may be issued from time to time in accordance with the terms of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (as amended from time to time, the “Plan”).
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
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| Vinson & Elkins LLP Attorneys at Law | 1001 Fannin Street, Suite 2500 |
| Austin Dallas Dubai Houston London Los Angeles New York | Houston, TX 77002-6760 |
| Richmond Riyadh San Francisco Tokyo Washington | Tel +1.713.758.2222 Fax +1.713.458.2346 velaw.com |
This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ranger Energy Services, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2022, relating to the consolidated financial statements of Ranger Energy Services, Inc. (the "Company"), which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ BDO USA, LLP
Houston, Texas
June 1, 2022
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ranger Energy Services, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 21, 2021, relating to the consolidated financial statements of PerfX Wireline Services, LLC, which appears in Ranger Energy Services, Inc.'s Current Report on Form 8-K/A dated September 31, 2021.
/s/ BDO USA, LLP
Houston, Texas
June 1, 2022
Exhibit 23.3
KPMG LLP
811 Main Street
Houston, TX 77002
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report dated March 22, 2022, with respect to the combined financial statements of The Acquired Basic Business, incorporated herein by reference.
/s/ KPMG LLP
Houston, Texas
June 1, 2022
Calculation of Registration Fee Tables
Form S-8
Registration Statement Under
The Securities Act of 1933
(Form Type)
Ranger Energy Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | | Title of Securities
to be Registered | | Fee Calculation Rule | | Amount to be
Registered (1) | | Proposed Maximum
Offering Price per Share (2) | | Proposed Maximum
Aggregate Offering Price | | Fee Rate | | Amount of
Registration Fee |
| Equity | | Class A Common Stock, par value $0.01 per share | | Rules 457(c) and 457(h) | | 1,000,000 | | $10.67 | | $10,670,000 | | 92.70 per 1,000,000 | | $989.11 |
(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 Class A Common Stock of Ranger Energy Services, Inc. (the "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 Rules 457(c) and 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 31, 2022.
