As filed with the Securities and Exchange Commission on March 26, 2019
Registration
No. 333-230380
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
Form
S-3
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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61-1721523
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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5727 S. 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)
Richard M. Carson
Senior
Vice President and General Counsel
Cypress Energy Partners, L.P.
5727 S. Lewis Avenue, Suite 300
Tulsa, Oklahoma 74105
(918)
748-3900
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J.
Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
APPROXIMATE DATE OF
COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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
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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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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 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/proposed maximum
offering price per unit/proposed
maximum aggregate offering
price
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Amount of
registration fee
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Common Units Representing Limited Partner Interests
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(1)
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Total
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$100,000,000(2)
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$12,120(3)(4)
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(1)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices.
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(2)
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Estimated solely for the purpose of calculating the registration fee. The aggregate maximum offering price of
all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000.
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(3)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
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(4)
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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 $12,120 of the previously
paid filing fee against the amounts due herewith.
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The registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.