As filed with the Securities and Exchange Commission on November 15, 2022
Registration No. 333-268146
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Enerflex Ltd.
(Exact name of registrant as specified in its charter)
Canada (State or other jurisdiction of incorporation or organization) | 98-0457703 (I.R.S. Employer Identification No.) |
Suite 904, 1331 Macleod Trail S.E.
Calgary, Alberta, Canada, T2G 0K3
(403) 387-6377
(Address, Including Zip Code, of Principal Executive Offices)
Enerflex Ltd. Amended and Restated 2013 Stock Option Plan
(Full title of plan)
Enerflex US Holdings Inc.
10815 Telge Road
Houston, Texas 77095
(281) 345-9300
(Name, address and telephone number, including area code of agent for service)
with copies to:
David Izett Enerflex Ltd. Suite 904, 1331 Macleod Trail S.E. Calgary, Alberta, Canada, T2G 0K3 (403) 387-6377 | Brian Fenske Norton Rose Fulbright US LLP 1301 McKinney Street, Ste. 5100 Houston, Texas 77010 (713) 651-5151 |
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
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-268146), originally filed on November 3, 2022 (the “Registration Statement”), is being filed solely to correct an error in Exhibit 4.5 and to file the correct Exhibit 4.5. Accordingly, this Post-Effective Amendment No. 1 consists solely of the facing page, this explanatory note, the exhibit index and the signatures, and is not intended to amend or delete any part of the Registration Statement or prospectus included therein except as specifically noted herein.
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 Post-Effective Amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Calgary, Alberta, on November 15, 2022.
ENERFLEX LTD. | ||
By: | /s/ Marc E. Rossiter | |
Name: | Marc E. Rossiter | |
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on S-8 has been signed below by the following persons in the capacities indicated and on the dates indicated.
Name | Title | Date | ||
/s/ Marc E. Rossiter | President, Chief Executive Officer and Director (Principal Executive Officer) | November 15, 2022 | ||
Marc E. Rossiter | ||||
* | Senior Vice-President and Chief Financial Officer (Principal Financial Officer) | November 15, 2022 | ||
Sanjay Bishnoi | ||||
* | Director | November 15, 2022 | ||
Fernando Assing | ||||
* | Director | November 15, 2022 | ||
Maureen Cormier Jackson | ||||
* | Director | November 15, 2022 | ||
W. Byron Dunn | ||||
* | Director | November 15, 2022 | ||
James C. Gouin | ||||
* | Director | November 15, 2022 | ||
Mona Hale | ||||
* | Director | November 15, 2022 | ||
H. Stanley Marshall | ||||
* | Director | November 15, 2022 | ||
Kevin J. Reinhart |
* | Director | November 15, 2022 | ||
Juan Carlos Villegas | ||||
* | Director | November 15, 2022 | ||
Michael A. Weill | ||||
*By: /s/ Marc E. Rossiter | ||||
Name: Marc E. Rossiter Title: Attorney-in-fact |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 1 to Registration Statement, solely in the capacity of the duly authorized representative in the United States of Enerflex Ltd., a Canadian corporation, in the City of Calgary, Province of Alberta, on November 15, 2022.
Authorized U.S. Representative | ||||
Enerflex US Holdings Inc. | ||||
By: | /s/ Marc E. Rossiter | |||
Name: | Marc E. Rossiter | |||
Title: | President |
Exhibit Index
* | Previously filed. |
** | Filed herewith. |