As filed with the Securities and Exchange Commission on
March 6, 2006
Registration
No. 333-132182
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Colorado (State or Other Jurisdiction of Incorporation or Organization) |
3533 (Primary Standard Industrial Classification Code Number) |
75-2811855 (I.R.S. Employer Identification Number) |
2911 South County Road 1260
Midland, Texas 79706
(432) 563-3974
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
Stephen C. Taylor
2911 South County Road 1260
Midland, Texas 79706
(432) 563-3974
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy of all communications to:
|
Thomas W. Ortloff Lynch, Chappell & Alsup, P.C. 300 N. Marienfeld, Suite 700 Midland, Texas 79701 (432) 683-3351 |
Charles H. Still, Jr. Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 (713) 223-2300 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
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, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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. þ
333-130879
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. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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. o
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement is filed solely to add exhibits to the Registration
Statement.
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 Midland, State of Texas, on
March 6, 2006.
| NATURAL GAS SERVICES GROUP, INC. |
| By: | /s/ Stephen C. Taylor |
|
|
| Stephen C. Taylor, Chairman of the Board, | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
| Signature | Title | Date | ||||
|
/s/ Stephen C. Taylor Stephen C. Taylor |
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
March 6, 2006 | ||||
|
/s/ Charles G. Curtis* Charles G. Curtis |
Director | March 6, 2006 | ||||
|
/s/ Paul D. Hensley* Paul D. Hensley |
Director | March 6, 2006 | ||||
|
/s/ William F. Hughes, Jr.* William F. Hughes, Jr. |
Director | March 6, 2006 | ||||
|
/s/ Gene A. Strasheim* Gene A. Strasheim |
Director | March 6, 2006 | ||||
|
/s/ Richard L. Yadon* Richard L. Yadon |
Director | March 6, 2006 | ||||
|
/s/ Earl R. Wait* Earl R. Wait |
Vice President — Accounting and Treasurer (Principal Accounting and Principal Financial Officer) | March 6, 2006 | ||||
| *By: |
/s/ Stephen C. Taylor Stephen C. Taylor as Attorney-in-Fact |
|||||
EXHIBIT INDEX
| Exhibit No. | Description | |||
| *5 | Opinion of Jackson Kelly PLLC | |||
| *23 | .1 | Consent of Jackson Kelly PLLC (contained in Exhibit 5) | ||
| *23 | .2 | Consent of Hein & Associates LLP | ||
| 24 | .1 | Power of Attorney (incorporated by reference to the signature page of Registration Statement on Form S-1 (Registration No. 333-130879)) | ||
| 24 | .2 | Certified copy of resolution of the Board of Directors authorizing officers and directors to sign the Registration Statement by Power of Attorney | ||
* Previously filed
Exhibit 24.2
CERTIFICATE OF SECRETARY
The undersigned, Scott W. Sparkman, being the duly elected Secretary of Natural Gas Services
Group, Inc., a Colorado corporation (the “Company”), hereby certifies that the following resolution
has been duly adopted by the Board of Directors of the Company:
FURTHER RESOLVED, that each officer or director who may be required to execute
such Registration Statement, for and on behalf of the Company, be, and such officer
or director hereby is, authorized and empowered to execute a power of attorney
naming Stephen C. Taylor and Richard L. Yadon his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including pre-effective or post-effective amendments
to the Registration Statement), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person.
Dated March 6, 2006
| /s/ SCOTT W. SPARKMAN | ||||
| Scott W. Sparkman | ||||
| Secretary | ||||