Securities Registration: Employee Benefit Plan (s-8)
August 06 2020 - 4:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 6, 2020
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Select Energy Services, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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81-4561945
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1233 W. Loop South, Suite 1400
Houston, TX 77027
(Address of principal executive offices, including zip code)
Select Energy Services, Inc.
2016 Equity Incentive Plan
(Full title of the plan)
Adam R. Law
1233
W. Loop South, Suite 1400
Houston, TX 77027
(713) 235-9500
(Name, address and telephone number of agent for service)
Copy to:
David P. Oelman
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 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 x
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Accelerated filer ¨
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Non-accelerated
filer ¨
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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 of 1933, as amended (the “Securities Act”). o
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be
registered (1)(2)
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Proposed
maximum
offering price
per share (3)
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Proposed maximum
aggregate offering
price (3)
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Amount of
registration fee
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Class A common stock, $0.01 par value per share
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4,400,000
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$4.57
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$20,108,000.00
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$2,610.02
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(1)
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This Registration Statement (as defined below) registers 4,400,000 additional shares of Class A common stock, $0.01 par value
per share (the “Common Stock”), of Select Energy Services, Inc. (the “Registrant”) that may be delivered
with respect to awards under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended from time to time, the “Plan”),
which shares consist of (a) 4,000,000 additional shares of Common Stock reserved and available for delivery with respect to awards
under the Plan and (b) 400,000 shares of Common Stock that may again become available for delivery with respect to awards under
the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.
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(2)
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Pursuant to Rule 416(a) under the Securities Act, this 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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(3)
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The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock
have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based
upon the average of the high and low prices for a share of Common Stock as reported on the New York Stock Exchange on August 3,
2020 (a date within five business days prior to the date of filing this Registration Statement).
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EXPLANATORY NOTE AND STATEMENT OF INCORPORATION
BY REFERENCE
The Registrant is filing this Form S-8 registration
statement (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale
of an additional 4,400,000 shares of Common Stock that may be issued under the Plan. At the
recommendation of the Registrant’s Board of Directors, the Registrant’s stockholders approved an amendment to the Plan
at the Registrant’s 2020 annual meeting of stockholders on May 8, 2020, thereby further increasing the number of shares available
for purchase under the Plan by 4,000,000 shares of Common Stock. This Registration Statement also includes 400,000 shares
of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting,
share recycling and other terms and conditions of the Plan.
Except as otherwise set forth below, the
contents of the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission
(the “Commission”) on each of April 28, 2017 (File No. 333-217561), which registered the offer and sale of 5,825,600
shares of Common Stock under the Plan, and November 2, 2017 (File No. 333-221282), which registered the offer and sale of 4,402,788
shares of Common Stock under the Plan, are incorporated by reference herein and made a part of this Registration Statement, as
permitted by General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
INDEX TO EXHIBITS
Exhibit
Number
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Description
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4.1
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Fourth Amended and Restated Certificate of Incorporation of Select Energy Services, Inc. dated as of May 10, 2019 (incorporated by reference herein to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2019).
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4.2
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Second Amended and Restated Bylaws of Select Energy Services, Inc. dated as of May 10, 2019 (incorporated by reference herein to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2019).
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4.3
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Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-8 Registration Statement (File No. 333-217561) filed with the Commission on April 28, 2017).
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4.4
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First Amendment to the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 4.4 to the Registrant’s Form S-8 Registration Statement (File No. 333-221282) filed with the Commission on November 2, 2017).
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4.5
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Second Amendment to the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 14, 2020).
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5.1*
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Opinion of Vinson & Elkins L.L.P.
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23.1*
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Consent of Grant Thornton LLP.
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23.2*
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Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 August 6, 2020.
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Select Energy Services,
Inc.
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By:
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/s/ Holli C. Ladhani
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Name:
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Holli C. Ladhani
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below authorizes and appoints Adam R. Law as such person’s true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement
and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission, granting unto 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, as fully and to all intents
and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agent,
or his substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 6, 2020.
Signature
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Title
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/s/ Holli
C. Ladhani
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President, Chief Executive Officer and Director
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Holli C. Ladhani
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(Principal Executive Officer)
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/s/ Nick
L. Swyka
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Chief Financial Officer and Senior Vice President
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Nick L. Swyka
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(Principal Financial Officer)
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/s/ Brian P. Szymanski
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Chief Accounting Officer
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Brian P. Szymanski
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(Principal Accounting Officer)
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/s/ John D. Schmitz
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Chairman
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John D. Schmitz
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/s/ David
C. Baldwin
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Director
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David C. Baldwin
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/s/ Richard
A. Burnett
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Director
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Richard A. Burnett
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/s/ Robert
V. Delaney
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Director
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Robert V. Delaney
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Signature
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Title
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/s/ Keith
O. Rattie
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Director
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Keith O. Rattie
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/s/ Troy W. Thacker
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Director
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Troy W. Thacker
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/s/ David
A. Trice
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Director
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David A. Trice
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/s/ Douglas
J. Wall
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Director
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Douglas J. Wall
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