Securities Registration: Employee Benefit Plan (s-8)
September 09 2016 - 6:07AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 8, 2016
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECO-STIM
ENERGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
1389
(Primary Standard Industrial Classification Code Number)
20-8203420
(I.R.S. Employer Identification Number)
2930
W. Sam Houston Pkwy N., Suite 275
Houston, Texas 77043
(281) 531-7200
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
Eco-Stim
Energy Solutions, Inc. 2015 Stock Incentive Plan
(Full
title of the plan)
Jon
Christopher Boswell
2930
W. Sam Houston Pkwy N., Suite 275
Houston,
Texas 77043
(713)
979-9143
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
W.
Matthew Strock
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, TX 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
|
[ ]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ]
|
Smaller
Reporting Company
|
[X]
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CALCULATION
OF REGISTRATION FEE
|
Name
of Plan
|
|
Title
of securities
to be registered
|
|
Amount
to be
registered (1)
|
|
Proposed
maximum offering
price per share (2)
|
|
|
Proposed
maximum aggregate
offering price (2)
|
|
|
Amount
of
registration fee(3)
|
|
Eco-Stim Energy Solutions,
Inc. 2015 Stock Incentive Plan
|
|
Common stock, par value
$0.001 per share
|
|
200,000 shares
|
|
$
|
2.29
|
|
|
$
|
458,000
|
|
|
$
|
46.12
|
|
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
shall be deemed to cover any additional shares of common stock (the “Common Stock”) as may become issuable pursuant
to the adjustment provisions of the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan.
(2)
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act based on the average of the high and low prices of the Common Stock as reported on the NASDAQ
Capital Market on September 7, 2016.
Explanatory
Note
Eco-Stim
Energy Solutions, Inc., a Nevada corporation (the “Registrant”), is filing this Registration Statement pursuant to
General Instruction E of Form S-8 to register the offer and sale of an additional 200,000 shares of Common Stock that may be issued
under the 2015 Plan. The Eco-Stim Energy Solutions, Inc. 2014 Stock Incentive Plan was amended and restated, and renamed the Eco-Stim
Energy Solutions, Inc. 2015 Stock Incentive Plan (the “2015 Plan”), on May 14, 2015, and approved by the Registrant’s
stockholders on June 30, 2015. The 2015 Plan was further amended on May 31, 2016 pursuant to the First Amendment (the “First
Amendment”) to the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, which increased the number of shares of Common
Stock available under the 2015 Plan by 200,000 shares. The First Amendment was approved by the Registrant’s stockholders
on June 30, 2016.
Except
as otherwise set forth below, the contents of the following Registration Statements on Form S-8 relating to the 2015 Plan, which
were filed with the Securities and Exchange Commission (the “Commission”) on the dates indicated, are incorporated
by reference into this Registration Statement as permitted by General Instruction E of Form S-8: (i) Form S-8 filed on February
19, 2015 (Commission File No. 333-202182), (ii) Post-Effective Amendment No. 1 to Form S-8 filed on February 20, 2015 (Commission
File No. 333-202182) and (iii) Form S-8 filed on September 23, 2015 (Commission File No. 333-207094).
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
Exhibit
Number
|
|
Description
|
|
|
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4.1*
|
|
First
Amendment to the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan.
|
|
|
|
5.1*
|
|
Opinion
of Woodburn and Wedge as to the legality of the securities being registered.
|
|
|
|
23.1
|
|
Consent
of Woodburn and Wedge (included in Exhibit 5.1).
|
|
|
|
23.2*
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|
Consent
of Whitley Penn LLP.
|
|
|
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24.1
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|
Power
of Attorney (included on the signature page to this Registration Statement).
|
*
Filed herewith.
signatures
Pursuant
to the requirements of the Securities Act of 1933, the registrant 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 September 8, 2016.
|
ECO-STIM
ENERGY SOLUTIONS, INC.
|
|
|
|
By:
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/s/
Jon Christopher Boswell
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|
|
Jon
Christopher Boswell
|
|
|
President
and Chief Executive Officer
|
|
|
|
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By:
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/s/
Alexander Nickolatos
|
|
|
Alexander
Nickolatos
|
|
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Chief
Financial Officer and Assistant Secretary
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Alexander Nickolatos and
Craig Murrin, or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act which relates to this Registration Statement,
and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting 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 to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/
Jon Christopher Boswell
|
|
Director,
President and Chief Executive Officer
|
|
September
8, 2016
|
Jon
Christopher Boswell
|
|
|
|
|
|
|
|
|
|
/s/
Alexander Nickolatos
|
|
Chief
Financial Officer and Assistant Secretary
|
|
September
8, 2016
|
Alexander
Nickolatos
|
|
|
|
|
|
|
|
|
|
/s/
Bjarte Bruheim
|
|
Chairman
of the Board
|
|
September
8, 2016
|
Bjarte
Bruheim
|
|
|
|
|
|
|
|
|
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/s/
Bobby Chapman
|
|
Chief
Operating Officer
|
|
September
8, 2016
|
Bobby
Chapman
|
|
|
|
|
|
|
|
|
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/s/
Carlos A. Fernandez
|
|
Director;
Executive Vice President-Corporate
|
|
September
8, 2016
|
Carlos
A. Fernandez
|
|
Business
Development and General Manager - Latin
America
|
|
|
|
|
|
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/s/
Donald Stoltz
|
|
Director
|
|
September
8, 2016
|
Donald
Stoltz
|
|
|
|
|
|
|
|
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/s/
Ahmad Al-Sati
|
|
Director
|
|
September
8, 2016
|
Ahmad
Al-Sati
|
|
|
|
|
|
|
|
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/s/
Lap Wai Chan
|
|
Director
|
|
September
8, 2016
|
Lap
Wai Chan
|
|
|
|
|
|
|
|
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/s/
Christopher Krummel
|
|
Director
|
|
September
8, 2016
|
Christopher
Krummel
|
|
|
|
|
|
|
|
|
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/s/
Leonel Narea
|
|
Director
|
|
September
8, 2016
|
Leonel
Narea
|
|
|
|
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EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
4.1*
|
|
First
Amendment to the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan.
|
|
|
|
5.1*
|
|
Opinion
of Woodburn and Wedge as to the legality of the securities being registered.
|
|
|
|
23.1
|
|
Consent
of Woodburn and Wedge (included in Exhibit 5.1).
|
|
|
|
23.2*
|
|
Consent
of Whitley Penn LLP.
|
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page to this Registration Statement).
|
*
Filed herewith.