Securities Registration: Employee Benefit Plan (s-8)
June 26 2018 - 5:06PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 26, 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
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:
Andrew
W. Smetana
Vinson
& Elkins L.L.P.
2801
Via Fortuna, Suite 100
Austin,
Texas 78746
(512) 542-8417
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
|
[ ]
|
|
|
Accelerated
filer
|
[ ]
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if smaller
reporting company)
|
|
Smaller
Reporting Company
|
[X]
|
|
|
|
|
|
|
|
|
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.
[ ]
CALCULATION
OF REGISTRATION FEE
|
Name
of Plan
|
|
Title
of securities
to be registered
|
|
Amount
to
be
registered
(1)
|
|
Proposed
maximum
offering
price per
share
(2)
|
|
|
Proposed
maximum aggregate
offering price (2)
|
|
|
Amount
of
registration fee
(3)
|
|
|
Eco-Stim
Energy Solutions, Inc. 2015 Stock Incentive Plan
|
|
Common
stock, par
value
$0.001 per share
|
|
3,000,000
shares
|
|
$
|
0.81
|
|
|
$
|
2,430,000.00
|
|
|
$
|
302.54
|
(3)
|
(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 June 20, 2018.
(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
3,000,000 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 3,000,000 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 June 15, 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.
The 2015 Plan was further amended on June 20, 2018 pursuant to the Third Amendment to the 2015 Plan (the “Third Amendment”),
which increased the number of shares of Common Stock available under the 2015 Plan by 3,000,000 shares, and was approved by the
Registrant’s stockholders on June 20, 2018.
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); (iv) Form S-8 filed on September
9, 2016 (Commission File No. 333-213549); and (v) Form S-8 filed on July 26, 2017 (Commission File No. 333-219453).
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 June 26, 2018.
|
|
ECO-STIM
ENERGY SOLUTIONS, INC.
|
|
|
|
|
|
By:
|
/s/
Jon Christopher Boswell
|
|
|
|
Jon
Christopher Boswell
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/
Alexander Nickolatos
|
|
|
|
Alexander
Nickolatos
|
|
|
|
Chief
Financial Officer and Assistant Secretary
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Alexander Nickolatos and
Christopher J. Arntzen, 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
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
/s/
Jon Christopher Boswell
|
|
Director,
President and Chief Executive Officer
|
|
June
26, 2018
|
|
Jon
Christopher Boswell
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Alexander Nickolatos
|
|
Chief
Financial Officer and Assistant Secretary
|
|
June
26, 2018
|
|
Alexander
Nickolatos
|
|
(Principal Financial
and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Brian R. Stewart
|
|
Chairman
|
|
June
26, 2018
|
|
Brian
R. Stewart
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Bjarte Bruheim
|
|
Director
|
|
June
26, 2018
|
|
Bjarte
Bruheim
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Christopher A. Krummel
|
|
Director
|
|
June
26, 2018
|
|
Christopher
A. Krummel
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Timothy L. Reynolds
|
|
Director
|
|
June
26, 2018
|
|
Timothy
L. Reynolds
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Todd R. Snyder
|
|
Director
|
|
June
26, 2018
|
|
Todd
R. Snyder
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Andrew Teno
|
|
Director
|
|
June
26, 2018
|
|
Andrew
Teno
|
|
|
|
|
EXHIBIT
INDEX
*
Filed herewith.