As filed with the Securities and Exchange Commission on May 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 80-0759121 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2001 Kirby Drive, Suite 200 Houston, Texas | 77019 | |
| (Address of Principal Executive Office) | (Zip Code) | |
NINE ENERGY SERVICE, INC. 2011 STOCK INCENTIVE PLAN
(Full title of the plan)
Theodore R. Moore
Senior Vice President and General Counsel
2001 Kirby Drive, Suite 200
Houston, Texas 77019
(Name and address of agent for service)
(281) 730-5100
(Telephone number, including area code, of agent for service)
Copies to:
Lanchi D. Huynh
Kirkland & Ellis LLP
4550 Travis Street
Dallas, Texas 75205
(214) 972-1770
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Nine Energy Service, Inc. (the “Registrant”) is hereby registering 3,200,000 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), for issuance under the Nine Energy Service, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “Plan”). On January 23, 2018, the Registrant filed the Registration Statement on Form S-8 (File No. 333-222660) with the Securities and Exchange Commission (the “Commission”), registering 3,121,888 shares of Common Stock for issuance under the Plan (the “First Registration Statement”). On June 1, 2021, the Registrant filed the Registration Statement on Form S-8 (File No. 333-256685) with the SEC, registering an additional 2,100,000 shares of Common Stock for issuance under the Plan (the “Second Registration Statement” and, together with the First Registration Statement, the “Prior Registration Statements”). The Prior Registration Statements are currently effective. In accordance with General Instruction E to Form S-8, the contents of such Prior Registration Statements are incorporated herein by reference, except as amended hereby.
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 Registrant hereby incorporates by reference into this registration statement the following documents:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 8, 2023; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 9, 2023; |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 17, 2023, January 18, 2023, January 24, 2023, January 30, 2023, February 1, 2023 and May 8, 2023 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any related exhibit); and |
| (d) | The description of the Common Stock contained in the Registrant’s Form 8-A (File No. 001-38347) filed with the Commission on January 16, 2018, including any amendment or report filed for the purpose of updating such description. |
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.
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 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 is a list of exhibits filed as part of this registration statement, which are incorporated herein:
| * | Filed herewith. |
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 the City of Houston, State of Texas, on May 9, 2023.
| NINE ENERGY SERVICE, INC. | ||||
| By: | /s/ Theodore R. Moore | |||
| Name: | Theodore R. Moore | |||
| Title | Senior Vice President and General Counsel | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Theodore R. Moore and Ann G. Fox, and each of them, either of whom may act without the joinder of the other, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, 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 all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or agents, or their substitute or substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement and the above Power of Attorney have been signed below by the following persons in the capacities and on the date indicated.
Name | Position | Date | ||
/s/ Ann G. Fox Ann G. Fox | President, Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2023 | ||
/s/ Guy Sirkes Guy Sirkes | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | May 9, 2023 | ||
/s/ S. Brett Luz S. Brett Luz | Chief Accounting Officer (Principal Accounting Officer) | May 9, 2023 | ||
/s/ Ernie L. Danner Ernie L. Danner | Chairman of the Board of Directors | May 9, 2023 | ||
/s/ David C. Baldwin David C. Baldwin | Director | May 9, 2023 | ||
/s/ Mark E. Baldwin Mark E. Baldwin | Director | May 9, 2023 | ||
/s/ Curtis F. Harrell Curtis F. Harrell | Director | May 9, 2023 | ||
/s/ Scott E. Schwinger Scott E. Schwinger | Director | May 9, 2023 | ||
/s/ Gary L. Thomas Gary L. Thomas | Director | May 9, 2023 | ||
| Director | |||
| Andrew L. Waite | ||||
/s/ Darryl K. Willis Darryl K. Willis | Director | May 9, 2023 | ||
