Securities Registration: Employee Benefit Plan (s-8)
July 26 2017 - 5:05AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 25, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECO-STIM
ENERGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
1389
(Primary Standard Industrial Classification Code Number)
20-8203420
(I.R.S. Employer Identification Number)
2930
W. Sam Houston Pkwy N., Suite 275
Houston, Texas 77043
(281) 531-7200
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Eco-Stim
Energy Solutions, Inc. 2015 Stock Incentive Plan
(Full
title of the plan)
Jon
Christopher Boswell
2930
W. Sam Houston Pkwy N., Suite 275
Houston,
Texas 77043
(713)
979-9143
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
W.
Matthew Strock
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, TX 77002
(713) 758-2222
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”).
Large
accelerated filer
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Accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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(
Do
not check if smaller reporting company)
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Smaller
Reporting Company
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Emerging
growth company
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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 7(a)(2)(B) of the Securities Act.
CALCULATION
OF REGISTRATION FEE
Name of Plan
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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 (3)
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Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan
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Common stock, par value $0.001 per share
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5,000,000 shares
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$
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1.34
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$
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6,700,000
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$
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776.53
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(3)
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement shall be deemed to cover any additional shares of common stock (the “Common Stock”) as may become
issuable pursuant to the adjustment provisions of the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan.
(2)
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act based on the average of the high and low prices of the Common Stock as reported on the NASDAQ
Capital Market on July 19, 2017.
(3)
Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an
additional 5,000,000 shares of Common Stock under the 2015 Plan (as defined below).
Explanatory
Note
Eco-Stim
Energy Solutions, Inc., a Nevada corporation (the “Registrant”), is filing this Registration Statement pursuant to
General Instruction E to Form S-8 to register the offer and sale of an additional 5,000,000 shares of Common Stock that may be
issued under the 2015 Plan.
The
Eco-Stim Energy Solutions, Inc. 2014 Stock Incentive Plan was amended and restated, and renamed the Eco-Stim Energy Solutions,
Inc. 2015 Stock Incentive Plan (as amended from time to time, the “2015 Plan”) on May 14, 2015, and approved by the
Registrant’s stockholders on June 30, 2015. The 2015 Plan was further amended on May 31, 2016 pursuant to the First Amendment
to the 2015 Plan (the “First Amendment”), which increased the number of shares of Common Stock available under the
2015 Plan by 200,000 shares, and was approved by the Registrant’s stockholders on June 30, 2016. The 2015 Plan was further
amended on April 5, 2017 pursuant to the Second Amendment to the 2015 Plan (the “Second Amendment”), which increased
the number of shares of Common Stock available under the 2015 Plan by 5,000,000 shares, and was approved by the Registrant’s
stockholders on June 15, 2017.
Except
as otherwise set forth below, the contents of the following Registration Statements on Form S-8 relating to the 2015 Plan, which
were filed with the Securities and Exchange Commission (the “Commission”) on the dates indicated, are incorporated
by reference into this Registration Statement as permitted by General Instruction E to Form S-8: (i) Form S-8 filed on February
19, 2015 (Commission File No. 333-202182), (ii) Post-Effective Amendment No. 1 to Form S-8 filed on February 20, 2015 (Commission
File No. 333-202182), (iii) Form S-8 filed on September 23, 2015 (Commission File No. 333-207094) and (iv) Form S-8 filed on September
9, 2016 (Commission File No. 333-213549).
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
The
Exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which Exhibit Index is
incorporated herein by reference.
signatures
Pursuant
to the requirements of the Securities Act of 1933, the registrant 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 July 25, 2017.
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ECO-STIM
ENERGY SOLUTIONS, INC.
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By:
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/s/
Jon Christopher Boswell
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Jon
Christopher Boswell
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President
and Chief Executive Officer
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By
:
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/s/
Alexander Nickolatos
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Alexander
Nickolatos
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Chief
Financial Officer and Assistant Secretary
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jon Christopher Boswell
and Alexander Nickolatos, or any one of them, his true and lawful attorney-in-fact and agent, 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, exhibits thereto and other documents in connection therewith) to this Registration Statement and any
subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act which relates to this
Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, 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 to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, 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 below by the following persons
in the capacities and on the dates indicated.
Signature
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Capacity
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Date
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/s/ Jon Christopher Boswell
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Director, President and Chief Executive Officer
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July 25, 2017
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Jon Christopher Boswell
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(Principal Executive Officer)
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/s/ Alexander Nickolatos
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Chief Financial Officer and Assistant Secretary
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July 25, 2017
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Alexander Nickolatos
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(Principal Financial and Accounting Officer)
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/s/ Bjarte Bruheim
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Director and Executive Chairman
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July 25, 2017
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Bjarte Bruheim
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/s/ Christopher Krummel
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Director
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July 25, 2017
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Christopher Krummel
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/s/ Andrew Teno
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Director
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July 25, 2017
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Andrew Teno
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/s/ David Proman
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Director
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July 25, 2017
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David Proman
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/s/ Andrew Colvin
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Director
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July 25, 2017
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Andrew Colvin
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/s/ Donald Stoltz
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Director
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July 25, 2017
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Donald Stoltz
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EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1*
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Second
Amendment to the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan.
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5.1*
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Opinion
of Woodburn and Wedge as to the legality of the securities being registered.
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23.1
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Consent
of Woodburn and Wedge (included in Exhibit 5.1).
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23.2*
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Consent
of Whitley Penn LLP.
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24.1
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Power
of Attorney (included on the signature page to this Registration Statement).
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* Filed
herewith.