As filed
with the Securities and Exchange Commission on October 6, 2008
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_________
NATURAL
GAS SERVICES GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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75-2811855
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|
(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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508
West Wall Street, Suite 550
Midland, Texas 79701
(432)
262-2700
(Address,
including zip code, and telephone number, including
area
code, of registrant's principal executive offices)
NON-STATUTORY
STOCK OPTION AGREEMENT
(Full
title of the plan)
__________
Stephen
C. Taylor, Chief Executive Officer
508
West Wall Street, Suite 550
Midland, Texas 79701
(432)
262-2700
(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, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer o Accelerated
Filer ý Non-accelerated
filer o Smaller
Reporting Company o
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be
registered
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Amount
to be registered (1)
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of registration fee (1)
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|
|
|
|
|
|
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Common
Stock, $.01 par value
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45,000
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$9.22
(2)
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$414,900
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$
16.31
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(1)
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Pursuant
to Rule 416(a), this registration statement also covers additional
securities that may be offered as a result of stock splits and/or stock
dividends.
|
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(2)
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Represents
the exercise price of the outstanding options under the Agreement and used
for the purpose of calculating the registration fee in accordance with
Rule 457(h).
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the Non-Statutory Stock Option Agreement required by Item 1
of Form S-8 will be sent or given to the pertinent individual(s) as specified by
Rule 428 under the Securities Act of 1933, as amended. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. We shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon
request, we shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
We hereby
incorporate by reference into this registration statement the following
documents previously filed with the Commission:
A. our
Annual Report on Form 10-K for the Fiscal Year Ended December 31,
2007.
B. our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June
30, 2008;
C. our
Current Reports on Form 8-K filed on January 1, 2008, January 22, 2008, March
24, 2008, and September 23, 2008;
D. the
description of our Common Stock, par value $.01 per share, set forth in our
Registration Statement on Form 8-A filed on July 17, 2002, including any
amendment or report filed for the purpose of updating such description;
and
E. all
documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement shall be deemed to
be incorporated herein by reference and to be a part of this Registration
Statement from the date of the filing of such documents until such time as there
shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item
4. Description of Securities.
Not
applicable.
Item 5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section 7-109-102
of the Colorado Business Corporation Act permits
a Colorado corporation to indemnify any director against
liability if such person acted in good faith and, in the case of conduct in
an official capacity with the corporation, that the director's conduct was
in the corporation's best interests and, in all other cases, that the
director's conduct was at least not opposed to the best interests of the
corporation or, with regard to
criminal proceedings, the director had
no reasonable cause to believe
the director's conduct was unlawful.
Section 7-109-103
of the Colorado Business Corporation Act
provides that, unless limited by its articles of
incorporation, a Colorado corporation shall indemnify
a person who was wholly successful, on the merits or
otherwise, in the defense of
any proceeding to which the person was a
party because the person is or was a
director, against reasonable expenses incurred by him or her in
connection with the proceeding.
Section 3
of Article IX of our articles of incorporation provides that we
shall indemnify, to the maximum extent permitted by law in
effect from time to time, any person who is or was
a director, officer, agent, fiduciary or employee
of ours against any claim, liability or
expense arising against or incurred by such person
made party to a proceeding because such person is or was a director,
officer, agent, fiduciary or employee of ours or because such person is or
was serving another entity as
a director, officer, partner, trustee, employee, fiduciary
or agent at our request. We further have the authority
to the maximum extent permitted by law to purchase and maintain insurance
providing such indemnification.
Article
VI of our bylaws provides for
the indemnification of certain persons.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Securities Act of 1933 and
is, therefore, unenforceable.
At
present, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable.
Item 7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following documents are filed as a part of this registration
statement.
Exhibit
Number Description
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4.1
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Non-Statutory
Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Form
8-K filed August 30, 2005).
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5
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Opinion
of Jackson & Kelly, PLLC regarding legality of
securities.
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23.1
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Consent
of Hein & Associates LLP
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23.2
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Consent
of Jackson Kelly PLLC (included in the opinion filed as Exhibit
5).
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Item
9. Undertakings.
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(a)
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The
undersigned registrant hereby
undertakes:
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(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
Securities Act);
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the effective registration
statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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
Midland, State of Texas, on October 6, 2008.
NATURAL
GAS SERVICES GROUP, INC.
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By
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/s/ Stephen C.
Taylor
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Stephen
C. Taylor
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Chief
Executive Officer
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By
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/s/ Earl R.
Wait |
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Earl
R. Wait
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Principal
Accounting Officer
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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.
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Signature
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Title
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Date
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/s/ Stephen C.
Taylor
Stephen
C. Taylor
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Director
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October
2, 2008
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/s/ Alan
Baker
Alan
Baker
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Director
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October
2, 2008
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_________________________
John
W. Chisholm
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Director
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/s/ Charles G.
Curtis
Charles
G. Curtis
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Director
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October
2, 2008
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/s/ Paul D.
Hensley
Paul
D. Hensley
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Director
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October
2, 2008
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/s/
William F. Hughes,
Jr.
William
F. Hughes
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Director
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October
2, 2008
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/s/
Gene A.
Strasheim
Gene
A. Strasheim
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Director
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October
2, 2008
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/s/ Richard L.
Yadon
Richard
L. Yadon
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Director
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October
2, 2008
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INDEX
TO EXHIBITS
Exhibit
Number Description
|
4.1
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Non-Statutory
Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Form
8-K filed August 30, 2005).
|
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5
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Opinion
of Jackson & Kelly, PLLC regarding legality of
securities.
|
|
23.1
|
Consent
of Hein & Associates LLP
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23.2
Consent of Jackson Kelly PLLC (included in the opinion filed as Exhibit
5).