As filed with the Securities and Exchange Commission on March 24, 2015
Registration No. 333-173188
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
FORM S-1 ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
C&J Energy Services, Inc.
| Delaware | 20-5673219 | |
State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3990 Rogerdale
Houston, Texas 77042
(713) 325-6000
(Address, Including Zip Code and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Theodore R. Moore
Executive Vice President, General Counsel and Corporate Secretary
3990 Rogerdale
Houston, Texas 77042
(713) 325-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to
Stephen M. Gill
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 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 | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 as converted to Form S-3, File No. 333-173188 (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “Commission”) on September 30, 2011 and converted to Form S-3 by Post-Effective Amendment No. 2 to the Registration Statement filed with the Commission on August 8, 2012, pertaining to the resale of up to 30,207,694 shares of common stock of C&J Energy Services, Inc. (“C&J) from time to time is filed by the Registrant, and deregisters all unsold securities registered for issuance under the Registration Statement.
On June 25, 2014, C&J, Nabors Industries Ltd. (“Nabors”) and Nabors Red Lion Limited (“Red Lion”), a wholly owned subsidiary of Nabors, entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, on March 24, 2015, C&J merged with and into a wholly owned subsidiary of Red Lion (the “Merger”), with C&J surviving the Merger as a wholly owned subsidiary of Red Lion.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, the Registrant is filing this Post-Effective Amendment No. 3 to Registration Statement on Form S-1 as converted to Form S-3, File No. 333-173188, pursuant to Rule 478 under the Securities Act of 1933 (the “Securities Act”) to hereby terminate the effectiveness of the Registration Statement, and, in accordance with the undertakings of the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on March 24, 2015.
| C&J ENERGY SERVICES, INC. | ||
| By: | /s/ Theodore R. Moore | |
| Theodore R. Moore | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Note: No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statement in reliance on Rule 478 of the Securities Act.
