AROC Archrock Inc

As filed with the Securities and Exchange Commission on May 12, 2017

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

16666 Northchase Drive, Houston, Texas 77060

(Address of Principal Executive Offices, including Zip Code)

that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of Article Eight of the Bylaws by the stockholders shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification.

Article Nine of the Certificate of Incorporation provides that the Company will indemnify and advance expenses to each director and officer of the Company as provided in the Bylaws and may indemnify and advance expenses to each employee and agent of the Company, and all other persons whom the Company is authorized to indemnify under the provisions of the DGCL, as provided in the Bylaws.

Bylaws

The Bylaws provide that the Company will indemnify to the fullest extent permitted by Delaware law, including the DGCL as described above, any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in right of the Company) (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Company, or, while serving as a director or officer of the Company, is or was serving at the Company’s request as a director, officer, employee or agent of another entity, or by reason of any action alleged to have been taken or omitted in such capacity against all expense, liability and loss (including attorneys’ fees) reasonably incurred or suffered. However, except with respect to certain proceedings to enforce rights to indemnification as described below, the Company will indemnify any such officer or director in connection with a proceeding initiated by that officer or director only if the proceeding was authorized by the Company’s board of directors.

This right to indemnification also includes the right to be paid in advance expenses (including attorneys’ fees) incurred in defending any such proceeding to the fullest extent permitted by Delaware law. However, if the DGCL requires an advancement of expenses incurred by an officer or director in his or her capacity as such (and not in any other capacity in which service was or is rendered), the Company will advance expenses only upon delivery to it of an undertaking by or on behalf of the officer or director, to repay all amounts advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that the officer or director is not entitled to be indemnified for expenses incurred.

In any suit brought by an officer or director to enforce a right to indemnification or in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, as described in the paragraph above, if the officer or director is successful, in whole or in part, he or she is entitled to be paid the expense of prosecuting or defending the suit.

The Bylaws further provide that the Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in right of the Company) by reason of the fact that the person is or was an employee (other than an officer) or agent of the Company, or, while serving as an employee (other than an officer) or agent of the Company, is or was serving at the Company’s request as a director, officer, employee or agent of another entity, to the extent (i) permitted by Delaware law, and (ii) authorized in the sole discretion of the Company’s Chief Executive Officer and at least one other of the following officers of the Company: the President, the Chief Financial Officer, or the General Counsel. The Company may, to the extent permitted by Delaware law and authorized as described in (ii) of the preceding sentence, pay expenses (including attorneys’ fees) reasonably incurred by any employee or agent of the Company in defending any proceeding in advance of the final disposition, upon terms and conditions that the officer authorizing such expense advancement may determine in his or her sole discretion.

The rights and authority relating to indemnification conferred by the Bylaws are not exclusive of any other right that any person seeking indemnification or advancement of expenses from the Company may have or acquire.

Indemnification Agreements

Under the Indemnification Agreements the Company has agreed to advance expenses to, and indemnify, each of its directors and executive officers to the fullest extent allowed under applicable law. Each Indemnification Agreement also establishes guidelines as to the defense and settlement of claims by the parties. The Indemnification Agreements do not expand the indemnification of the directors and officers beyond the maximum permitted by the DGCL.

Notwithstanding the foregoing, the following are generally excluded from coverage under the Indemnification Agreements:

·                   claims covered by any insurance or other indemnity provisions;

·                   liability under Section 16(b) of the Securities Act; and

·                   proceedings initiated by the putative indemnitee without prior approval of our board of directors (other than proceedings brought to enforce an indemnitee’s rights under his or her indemnification agreement).

The Company also provides insurance pursuant to which its directors and officers will be indemnified or insured against liability or loss asserted against them in their capacities as directors or officers or arising out of that status. This insurance is subject to various deductibles and exclusions from coverage.

*  Filed herewith.

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.