Securities Registration: Employee Benefit Plan (s-8)
13 Agosto 2018 - 5:09PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 13, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
National
energy services REunited corp.
(Exact
name of Registrant as specified in its charter)
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British
Virgin Islands
(State
or other jurisdiction of
incorporation or organization)
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98-1367302
(IRS
Employer
Identification
No.)
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777
Post Oak Blvd., Suite 730
Houston, Texas 77056
(832) 925-3777
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sherif
Foda
Chief Executive Officer
777 Post Oak Blvd., Suite 730
Houston, Texas 77056
(832) 925-3777
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Eric
Johnson
Locke Lord LLP
600 Travis Street, Suite 2800
Houston, Texas 77002
(713) 226-1249
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” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
(Do not check if smaller reporting company)
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Smaller
Reporting Company
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[ ]
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Emerging growth company
[X]
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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. [ ]
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share (2)
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Proposed maximum aggregate offering price (2)
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Amount of registration fee
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Ordinary Shares, no par value
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5,000,000
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(3)
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$
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11.12
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$
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55,600,000
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$
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6,922
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(1)
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Represents
shares of ordinary shares, no par value (the “
Ordinary Shares
”), of National Energy Services Reunited Corp.
(the “
Registrant
”) reserved for issuance under the National Energy Services Reunited Corp. 2018 Long-Term
Incentive Plan (the “
Plan
”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
“
Securities Act
”), this registration statement on Form S-8 (“
Registration Statement
”)
shall be deemed to cover an indeterminate number of additional shares of Common Stock that may become issuable as a result
of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan.
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(2)
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The
proposed maximum offering price per share and the proposed maximum aggregate offering price of the Ordinary Shares being registered
hereby have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the
Securities Act based on the average of the high and low prices for a share of Common Stock as reported on the NASDAQ Capital
Market on August 9, 2018.
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(3)
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The
Registrant is filing this Registration Statement to register an aggregate of 5,000,000 Ordinary Shares that may be delivered
with respect to awards under the Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
Registrant will provide to all participants in the Plan with the document(s) containing the information required by Part I of
Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “
Commission
”)
under the Securities Act. In accordance with the rules and regulations of the Commission, the Registrant has not filed such document(s)
with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant
to Item 3 of Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities
Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included
in such file.
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 following documents
have been filed by the Registrant with the Commission and are incorporated by reference into this Registration Statement and will
be deemed to be a part hereof:
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(a)
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The
Registrant’s Annual Report on Form 10-K (File No. 001-38091) for the fiscal year ended December 31, 2017, filed with
the Commission on March 27, 2018;
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q (File No. 001-38091) for the quarter ended March 31, 2018, filed with the
Commission on May 14, 2018;
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(c)
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The
Registrant’s Proxy Statement on Schedule 14A (File No. 001-38091) filed with the Commission on May 8, 2018, as amended
or supplemented;
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(d)
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The
Registrant’s Current Reports on Form 8-K (File No. 001-38091) filed with the Commission on April 4, 2018, April 30,
2018, May 8, 2018, May 23, 2018, May 30, 2018, June 12, 2018, June 22, 2018, and June 28, 2018;
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(e)
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The
Registrant’s Current Reports on Form 6-K (File No. 001-38091) filed with the Commission on July 16, 2018,
and August 8, 2018; and
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(f)
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The
description of the Registrant’s Ordinary Shares as set forth in our registration statement on Form 8-A, filed with the
SEC on March 29, 2017, pursuant to Section 12(b) of the Exchange Act, including any subsequent amendments or reports filed
for the purpose of updating such description.
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Except
to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed
with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all reports on Form
6-K subsequent to the date hereof and 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 that 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
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
British
Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for
indemnification of officers and directors, except to the extent any such provision may provide indemnification against civil fraud
or the consequences of committing a crime where the officer or director acted in bad faith. Our memorandum and articles
of association provide that, subject to certain limitations, the company shall indemnify its directors and officers against all
expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good
faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable
cause to believe that their conduct was unlawful.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which immediately precedes
such exhibits and is incorporated herein by reference.
Item
9. Undertakings.
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a)
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The undersigned Registrant hereby undertakes:
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1)
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To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
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i)
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to include any prospectus required by Section 10(a)(3)
of the Securities Act;
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ii)
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to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
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iii)
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to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
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provided,
however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
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3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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4)
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To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act need not be furnished,
provided
that the registrant includes in
the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other
information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial
statements.
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b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue
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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 Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on August 13,
2018.
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NATIONAL
ENERGY SERVICES REUNITED CORP.
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By:
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/s/
Sherif Foda
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Name:
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Sherif
Foda
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Title:
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Chief
Executive Officer (Principal Executive Officer)
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KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sherif Foda and Melissa Cougle
and each of them acting alone, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution for him
and in his 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 other documents in connection therewith,
with the SEC, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully
do or cause to be done by virtue thereof.
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 dates indicated.
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Name
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Position
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Date
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/s/
Sherif Foda
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Chief
Executive Officer and Chairman of the
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August
13
, 2018
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Sherif
Foda
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Board
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(Principal
Executive Officer)
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/s/
Melissa Cougle
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Chief
Financial Officer
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August
13
, 2018
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Melissa
Cougle
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(Principal
Financial and Accounting Officer)
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/s/
Thomas Wood
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Director
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August 13, 2018
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Thomas
Wood
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/s/
Antonio J. Campo Mejia
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Director
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August 13, 2018
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Antonio
J. Campo Mejia
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/s/
Andrew Waite
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Director
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August 13, 2018
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Andrew
Waite
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/s/
Adnan Ghabris
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Director
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August 13, 2018
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Adnan
Ghabris
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/s/
Salem Al Noaimi
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Director
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August 13, 2018
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Salem
Al Noaimi
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/s/
Nadhmi Al-Nasr
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Director
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August 13, 2018
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Nadhmi
Al-Nasr
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EXHIBIT
INDEX
*
Filed herewith
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