As filed with the Securities and Exchange Commission
on January 30, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
AMPLIFY ENERGY CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
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82-1326219
(I.R.S. Employer Identification No.) |
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500 Dallas Street, Suite 1700
Houston,
Texas
(Address of Principal Executive Office) |
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77002
(Zip Code) |
AMPLIFY ENERGY CORP. EQUITY INCENTIVE PLAN
(Full title of the plan)
Eric M. Willis
Senior Vice President,
General Counsel and Corporate Secretary
500 Dallas Street,
Suite 1700
Houston, Texas 77002
(Name and address of agent for service)
(713)
490-8900
(Telephone number, including area code, of agent for service)
Copies to:
Matthew R. Pacey
Kirkland &
Ellis LLP
609 Main Street, Suite 4500
Houston, Texas 77002
(713) 836-3786
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer ¨
Non-accelerated
filer ¨
Emerging growth
company ¨ |
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Accelerated
filer x
Smaller reporting
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 7(a)(2)(B) of the Securities Act. ¨ |
EXPLANATORY NOTE
Amplify Energy
Corp. (the “Registrant”) is hereby registering 870,000 additional shares of its common stock, par value $0.01 per share (the
“Common Stock”), for issuance under the Amplify Energy Corp. Equity Incentive Plan (as amended from time to time, the “Plan”).
On June 14, 2021, the Registrant filed the Registration Statement on Form S-8 (File No. 333-257071) with the
Securities and Exchange Commission (the “Commission”), registering 3,360,442 shares of Common Stock for issuance under
the Plan (the “Prior Registration Statement”). The Prior Registration Statement is currently effective. In accordance with
General Instruction E to Form S-8, the contents of such Prior Registration Statement are incorporated herein by reference,
except as amended hereby.
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 Registrant hereby incorporates by reference into this registration
statement the following documents:
| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30,
2023, filed with the Commission on May 3, 2023, August 8, 2023 and November 6, 2023, respectively; |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on February 9, 2023, March 3, 2023, March 20, 2023, April 17, 2023, May 17, 2023, August 1, 2023 and October 5, 2023 (excluding any information furnished pursuant
to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any related exhibit); and |
| (d) | Description of the Registrant’s Capital Stock Registered
Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 of the Registrant’s
Annual Report on Form 10-K (File No. 001-35512) filed on March 5, 2020). |
Except to the extent
that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 which 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.
The
following is a list of exhibits filed as part of this registration statement, which are incorporated herein:
* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 January 30, 2024.
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AMPLIFY ENERGY CORP. |
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By: |
/s/ Martyn Willsher |
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Name: |
Martyn Willsher |
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Title |
President, Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below authorizes and appoints Martyn Willsher 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 to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities and Exchange 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 in connection therewith,
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 such person’s substitute or substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement and the above Power of Attorney have been signed below by the following persons in the capacities
and on the date indicated.
| Name |
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Position |
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Date |
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| /s/ Martyn Willsher |
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President, Chief Executive Officer and Director |
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January 30, 2024 |
| Martyn Willsher |
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(Principal Executive Officer) |
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| /s/ James Frew |
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Senior Vice President and Chief Financial Officer |
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January 30, 2024 |
| James Frew |
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(Principal Financial Officer) |
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| /s/ Eric Dulany |
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Vice President and Chief Accounting Officer |
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January 30, 2024 |
| Eric Dulany |
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(Principal Accounting Officer) |
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| /s/ Christopher W. Hamm |
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Chairman of the Board of Directors |
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January 30, 2024 |
| Christopher W. Hamm |
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| /s/ Deborah G. Adams |
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Director |
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January 30, 2024 |
| Deborah G. Adams |
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| /s/ James E. Craddock |
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Director |
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January 30, 2024 |
| James E. Craddock |
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| /s/ Patrice Douglas |
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Director |
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January 30, 2024 |
| Patrice Douglas |
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| /s/ Randal T. Klein |
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Director |
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January 30, 2024 |
| Randal T. Klein |
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| /s/ Vidisha Prasad |
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Director |
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January 30, 2024 |
| Vidisha Prasad |
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| /s/ Todd R. Snyder |
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January 30, 2024 |
| Todd R. Snyder |
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Director |
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Exhibit 5.1
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Weir’s Plaza
4550 Travis Street
Dallas, TX 75205
United States
+1 214 972 1770
www.kirkland.com |
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January 30, 2024
Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
Ladies and Gentlemen:
We are issuing this opinion in our capacity as
special counsel to Amplify Energy Corp., a Delaware corporation (the “Company”), in connection with the preparation of the
Registration Statement on Form S-8 (as amended or supplemented, the “Registration Statement”) to be filed by the Company
with the Securities and Exchange Commission (the “Commission”) on or about the date hereof. The Registration Statement relates
to the registration under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of the offer and sale
of an aggregate of up to 870,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “common
stock”) that may be issued from time to time pursuant to the Amplify Energy Corp. Equity Incentive Plan (as amended from time to
time, the “Plan”).
In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company,
(ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement, (iii) the Plan,
and (iv) the Registration Statement and the exhibits thereto.
For purposes of this opinion, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies
and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural
persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority
of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions
expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.
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Amplify Energy Corp.
January 30, 2024
Page 2
We have relied without independent investigation
upon, among other things, an assurance from the Company that the number of shares of common stock that the Company is authorized to issue
pursuant to its charter exceeds the number of shares of common stock outstanding and the number of shares of common stock that the Company
is obligated to issue (or had otherwise reserved for issuance) for any purposes by at least the number of Shares, and we have assumed
that such condition will remain true at all future times relevant to this opinion.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized
and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the
State of Delaware.
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Sincerely, |
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/s/ Kirkland & Ellis LLP |
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KIRKLAND & ELLIS LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Cawley, Gillespie & Associates, Inc., hereby consents
to the incorporation by reference in this Registration Statement on Form S-8 to the references to our firm, in the context in which
they appear, and to the references to and the incorporation by reference of our summary report dated January 20, 2023 included in
the Annual Report on Form 10-K of Amplify Energy Corp. for the fiscal year ended December 31, 2022, as well as in the notes
to the financial statements included therein.
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| By: |
/s/ Matthew
K. Regan |
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| Name: |
Matthew K. Regan |
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| Title: |
Vice President |
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Cawley, Gillespie & Associates, Inc.
Texas Registered Engineering Firm F-693
Austin, Texas
January 30, 2024
Exhibit 23.3
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated March 9, 2023, relating to the financial statements of Amplify
Energy Corp. and the effectiveness of Amplify Energy Corp.'s internal control over financial reporting, appearing in the Annual Report
on Form 10-K of Amplify Energy Corp. for the year ended December 31, 2022.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
January 30,
2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Amplify Energy Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, par value $0.01 per share |
Other(2) |
870,000 |
$6.295(2) |
$5,476,650.00 |
$147.60 per $1,000,000 |
$808.35 |
| Total Offering Amounts |
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$5,476,650.00 |
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$808.35 |
| Total Fee Offsets |
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$0 |
| Net Fee Due |
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$808.35 |
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement also covers an indeterminate number of additional shares of common stock, par value $0.01 per share (“Common Stock”),
of Amplify Energy Corp. issuable with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization
or other similar transaction. |
| (2) | Calculated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) and (h) under
the Securities Act; this price is equal to the average of the high and low prices of the Common Stock as reported on the New York Stock
Exchange on January 25, 2024. |
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