UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 6, 2022
Date of Report (Date of earliest event reported)
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | 001-38071 | 46-1527455 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
19350 State Highway 249, Suite 600
Houston, Texas 77070
(Address of principal executive offices) (Zip code)
(281) 453-2222
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | NCSM | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| 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.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2022, NCS Multistage Holdings, Inc. (“we,” “us,” “our” or the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, that the Company has appointed Michael Morrison as Chief Financial Officer and Treasurer, effective November 3, 2022. This Form 8-K/A amends the Original Form 8-K to include information about long-term incentive awards to be granted to Mr. Morrison which were approved by the Board of Directors of the Company on October 25, 2022, after the filing of the Original Form 8-K. In connection with Mr. Morrison’s employment with the Company and to cover his long-term incentive awards for the fiscal year 2023, on November 1, 2022, in addition to a sign-on bonus described in the Original Form 8-K, he is to receive a grant of restricted stock units equal to an aggregate value of $87,500 and equivalent stock units equal to an aggregate value of $87,500, with the number of units to be determined based on the 20-day volume-weighted closing price of the Company’s common stock prior to the grant date and which vest in three equal annual installments beginning on the anniversary of the grant date, and performance stock units equal to an aggregate value $175,000, which will settle for between zero and two shares of common stock in the first quarter of 2026, based on achievement of the performance measure over a three-year period, following certification by the Compensation, Nominating and Governance Committee of the performance results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 25, 2022 | NCS Multistage Holdings, Inc. |
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| By: | /s/ Ryan Hummer |
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| Ryan Hummer |
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| Chief Financial Officer and Treasurer |
