As filed with the Securities and Exchange Commission on December 16, 2015.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAR PACIFIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 84-1060803 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
One Memorial City Plaza
800 Gessner Road, Suite 875
Houston, Texas 77024
(Address of Principal Executive Offices) (Zip Code)
PAR PACIFIC HOLDINGS, INC.
2012 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
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Name, Address and Telephone Number of Agent for Service: | | Copy of Communications to: |
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J. Matthew Vaughn Senior Vice President and General Counsel Par Pacific Holdings, Inc. One Memorial City Plaza 800 Gessner Road, Suite 875 Houston, Texas 77024 (281) 899-4800 | | E. James Cowen Porter Hedges LLP 100 Main Street, 36th Floor Houston, Texas 77002-6336 (713) 226-6000 |
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | ¨ | | Accelerated filer | | x |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered (1) | | Amount to be Registered(1) | | Proposed Maximum Offering Price per Share(2) | | Proposed Maximum
Aggregate Offering Price(2) | | Amount of Registration Fee |
Common Stock, par value $.01 per share | | 2,400,000 | | $23.14 | | $55,536,000 | | $5,592.48 |
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| (1) | Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of common stock issuable as a result of the anti-dilution provisions of the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). |
| (2) | Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common stock on the NYSE MKT on December 14, 2015, $23.14. Pursuant to General Instruction E to Form S-8, the registration fee is calculated only with respect to additional securities registered under the Plan. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement registers an additional 2,400,000 shares of the common stock of Par Pacific Holdings, Inc. (“Registrant”) related to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan, which are the same class as other securities for which a registration statement on Form S-8, File No. 333-185612 (the “Prior Registration Statement”), has been previously filed. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.
Item 8. Exhibits.
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Exhibit No. | | Description |
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| 4.1 | | Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on December 21, 2012. |
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| *4.2 | | Amendment to Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan. |
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| *5.1 | | Opinion of Porter Hedges LLP with respect to the legality of the securities. |
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| *23.1 | | Consent of Deloitte & Touche LLP. |
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| *23.2 | | Consent of EKS&H LLLP. |
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| *23.3 | | Consent of Ernst & Young LLP. |
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| *23.4 | | Consent of Netherland, Sewell & Associates, Inc. |
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| *23.5 | | Consent of Porter Hedges LLP (included in Exhibit 5.1). |
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| *24.1 | | Power of Attorney (included on signature page of this registration statement). |
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 this 16th day of December, 2015.
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| PAR PACIFIC HOLDINGS, INC. |
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| By: | | /s/ William Pate |
| | William Pate |
| | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Pate and Christopher Micklas, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ William Pate | | Director, Chief Executive Officer and President | | December 16, 2015 |
| William Pate | | (Principal Executive Officer) | | |
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/s/ Christopher Micklas | | Chief Financial Officer | | December 16, 2015 |
| Christopher Micklas | | (Principal Financial Officer) | | |
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/s/ Kelly Rosser | | Vice President and Chief Accounting Officer | | December 16, 2015 |
| Kelly Rosser | | (Principal Accounting Officer) | | |
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/s/ Melvyn N. Klein | | Chairman of the Board of Directors | | December 16, 2015 |
| Melvyn N. Klein | | | | |
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/s/ Robert S. Silberman | | Vice Chairman of the Board | | December 16, 2015 |
| Robert S. Silberman | | | | |
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/s/ Curt Anastasio | | Director | | December 16, 2015 |
| Curt Anastasio | | | | |
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/s/ Timothy Clossey | | Director | | December 16, 2015 |
| Timothy Clossey | | | | |
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/s/ L. Melvin Cooper | | Director | | December 16, 2015 |
| L. Melvin Cooper | | | | |
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/s/ Walter A. Dods, Jr. | | Director | | December 16, 2015 |
| Walter A. Dods, Jr. | | | | |
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Signature | | Title | | Date |
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/s/ Joseph Israel | | Director | | December 16, 2015 |
| Joseph Israel | | | | |
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/s/ William Monteleone | | Director | | December 16, 2015 |
| William Monteleone | | | | |
