TTES T-3 Energy Services (MM)

As filed with the Securities and Exchange Commission on August 4, 2009

Registration No. 333-           

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

T-3 ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		76-0697390
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification Number)

7135 Ardmore
Houston, Texas 77054
(Address of Principal Executive Offices)

T-3 ENERGY SERVICES, INC.
2002 STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED EFFECTIVE JUNE 4, 2009
(Full Title of the Plan)

Name, Address and Telephone		Copy of Communications to:
Number of Agent for Service:
Richard M. Safier		Douglas E. McWilliams
General Counsel & Secretary		Stephen M. Gill
T-3 Energy Services, Inc.		Vinson & Elkins L.L.P.
7135 Ardmore		1001 Fannin, Suite 2500
Houston, Texas 77054		Houston, Texas 77002
(713) 996-4110		(713) 758-2222

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Amount to be

Offering Price per

Aggregate Offering

Amount of

Title of Securities to be Registered (1)

Registered (1)

Share (2)

Price (2)

Registration Fee

Common Stock, par value $.001 per share

623,000

$

12.56

$

7,824,880

$

437.00

 

 

Statement Under General Instruction E — Registration of Additional Securities

     This registration statement on Form S-8 (this “Registration Statement”) is being filed by T-3 Energy Services, Inc. (the “Registrant”) to register an additional 623,000 shares of common stock, par value $.001 per share (“Common Stock”), reserved for issuance under the Registrant’s 2002 Stock Incentive Plan, as amended and restated effective June 4, 2009 (the “2002 Stock Incentive Plan”). The Registrant’s Board of Directors and stockholders duly approved these additional shares. Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Registrant’s registration statements on Form S-8, File No. 333-101266 and 333-135155 relating to the 2002 Stock Incentive Plan, including without limitation, periodic reports that the Registrant filed, or will file, after such Forms S-8 to maintain current information about the Registrant, are hereby incorporated by reference into this Registration Statement, except to the extent otherwise updated or modified by this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and Exchange Commission (“SEC”) by the Registrant are incorporated by reference:

	•		Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009;
	•		Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 1, 2009;
	•		Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 4, 2009;
	•		Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) filed with the SEC on March 5, 2009, March 25, 2009 and June 5, 2009; and
	•		The description of the Registrant’s common stock contained in its Current Report on Form 8-K filed on November 12, 2002.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (other than information furnished under Items 2.02 or 7.01 of Form 8-K) prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and be a part hereof from the date of the filing of such documents. Any statement contained herein or in any 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 8. EXHIBITS

Exhibit Number		Description
4.1		T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and restated effective June 4, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2009).
*5.1		Opinion of Vinson & Elkins L.L.P.
*23.1		Consent of Ernst & Young LLP.
*23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*24.1		Power of Attorney (included on signature page of this registration statement).

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 4th day of August, 2009.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Krablin and James M. Mitchell, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Steven W. Krablin Steven W. Krablin		President, Chief Executive Officer and Chairman of the Board and Director (Principal Executive Officer)		August 4, 2009
/s/ James M. Mitchell James M. Mitchell		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		August 4, 2009
/s/ Robert L. Ayers		Director		August 4, 2009
Robert L. Ayers
/s/ Thomas R. Bates, Jr.		Director		August 4, 2009
Thomas R. Bates, Jr.
/s/ Lisa W. Rodriguez		Director		August 4, 2009
Lisa W. Rodriguez
/s/ James M. Tidwell		Director		August 4, 2009
James M. Tidwell

INDEX TO EXHIBITS

Exhibit Number		Description
4.1		T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and restated effective June 4, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2009).
*5.1		Opinion of Vinson & Elkins L.L.P.
*23.1		Consent of Ernst & Young LLP.
*23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*24.1		Power of Attorney (included on signature page of this registration statement).

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