As filed with the Securities and Exchange Commission on March 18, 2019
Registration No. 333
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Cypress Energy Partners, L.P.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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1389
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61-1721523
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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5727 South Lewis Avenue, Suite 300
Tulsa, Oklahoma 74105
(918) 748-3900
(Address,
Including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
Cypress
Energy Partners, L.P. 2013 Long-Term Incentive Plan
(Full title of the plan)
Richard M. Carson
Senior Vice President and General Counsel
Cypress Energy Partners, L.P.
5727 South Lewis Avenue, Suite 300
Tulsa, Oklahoma 74105
(918) 748-3900
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per unit(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(3)
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Common units representing
limited partner interests
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1,317,400
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7.355
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9,689,477
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1,174.36
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), there
are also being registered such additional common units representing limited partner interests (Common Units) of Cypress Energy Partners, L.P. (the Registrant) as may become issuable pursuant to the anti-dilution adjustment
provisions of the Plan.
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(2)
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Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(h) and 457(c)
under the Securities Act based on the average of the high ($7.46) and low ($7.25) trading prices per Common Unit reported on the New York Stock Exchange on March 15, 2019.
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(3)
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A registration fee in the amount of $116,200 was previously paid by the Registrant in connection with the
filing of a Registration Statement on Form
S-3
(Registration
No. 333-204786)
on June 8, 2015. The Registrant did not sell any securities pursuant to the
Registration Statement
No. 333-204786
and it subsequently expired on June 8, 2018. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the Registrant hereby applies $1,174.36 of the
previously paid filing fee against the amounts due herewith
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EXPLANATORY NOTE
By registration statement on Form
S-8
(File
No. 333-193445)
filed with the Securities and Exchange Commission (the Commission), the Registrant previously registered an aggregate of 1,182,600 Common Units, reserved for issuance from time
to time in connection with the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (as amended, the Plan). Under this registration statement, the Company is registering an additional 1,317,400 Common Units reserved for issuance
from time to time in connection with the Plan.
Pursuant to General Instruction E. of Form
S-8,
the content of the above-referenced prior registration statement is incorporated into this registration statement by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference
herein or therein.