As filed with the Securities and Exchange Commission on
March 2, 2006
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Calculation of Registration Fee
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
| Title of Each Class of | Amount to be | Offering Price | Aggregate | Registration | ||||||||
| Securities to be Registered | Registered | Per Share | Offering Price | Fee | ||||||||
|
Common Stock, .01 par value
|
538,200 shares | $17.50 | $9,418,500 | $1,008.00 | ||||||||
EXPLANATORY NOTE
This Registration Statement is filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended.
The contents of the Registration Statement on
Form S-1
(Registration
No. 333-130879)
filed by Natural Gas Services Group, Inc. with the Securities
and Exchange Commission on January 6, 2006, as amended by
Amendment No. 1 thereto filed with the Securities and
Exchange Commission on February 16, 2006, are incorporated
herein by reference.
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 2, 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 2, 2006 | ||||
|
/s/ Charles G. Curtis* Charles G. Curtis |
Director | March 2, 2006 | ||||
|
/s/ Paul D. Hensley* Paul D. Hensley |
Director | March 2, 2006 | ||||
|
/s/ William F. Hughes, Jr.* William F. Hughes, Jr. |
Director | March 2, 2006 | ||||
|
/s/ Gene A. Strasheim* Gene A. Strasheim |
Director | March 2, 2006 | ||||
|
/s/ Richard L. Yadon* Richard L. Yadon |
Director | March 2, 2006 | ||||
|
/s/ Earl R. Wait* Earl R. Wait |
Vice President — Accounting and Treasurer (Principal Accounting and Principal Financial Officer) | March 2, 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 | ||
Exhibit 5
JACKSON KELLY PLLC
1099 18th Street, Suite 2150
Denver, Colorado 80202
Telephone (303) 390-0003
Telecopier (303) 390-0177
1099 18th Street, Suite 2150
Denver, Colorado 80202
Telephone (303) 390-0003
Telecopier (303) 390-0177
March 2, 2006
Natural Gas Services Group, Inc.
2911 South County Road 1260
Midland, Texas 79706
2911 South County Road 1260
Midland, Texas 79706
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as special counsel in the State of Colorado to Natural Gas Services Group, Inc.,
a Colorado corporation (the “Company”), and in this capacity we have been requested to provide the
Company with a legal opinion (“Opinion”) in connection with the filing with the Securities and
Exchange Commission (the “Commission”), of a Registration Statement on Form S-1 (the “Registration
Statement”) pursuant to Rule 462(b) under the Securities Act of 1933 as amended (the “Securities Act”) relating to the
proposed issuance and offering by the Company of up to 538,200 shares of common stock of the
Company (the “Shares”). The Company has previously filed a
Registration Statement on Form S-1 (Registration No. 333-130879) relating to
2,739,300 shares of common stock of the Company.
In rendering our Opinion, we have examined such agreements, documents, instruments and records
as we deemed necessary or appropriate under the circumstances for us to express our Opinion,
including, without limitation, the Articles of Incorporation and Bylaws, as restated or amended, of
the Company; resolutions adopted by the Board of Directors of the Company authorizing and approving
the issuance of the Shares and the preparation and filing of the Registration Statement; such other
records of the corporate proceedings of the Company and certificates of the Company’s officers as
we deemed relevant. In making all of our examinations, we have specifically relied upon the
information and documentation provided to us by the Company to be accurate and complete, and we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents submitted to us as copies,
and the due execution and the delivery of all documents by all persons other than the Company where
due execution and delivery by such persons or entities is a prerequisite to the effectiveness of
such documents. We have not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of any such documents.
Natural Gas Services Group, Inc.
March 2, 2006
Page 2
March 2, 2006
Page 2
Based upon the foregoing, and subject to the assumptions and limitations set forth herein, and
having regard for such legal considerations as we deemed relevant, we are of the opinion that:
| 1. | The Company is a corporation duly organized and validly existing under the laws of the State of Colorado. | ||
| 2. | Once (i) the Registration Statement has become effective under the Securities Act; (ii) the Shares have been issued in the manner contemplated by and as authorized by the Company’s Board of Directors and as contemplated in the Registration Statement (Registration No. 333-130879); and (iii) the Company has received the consideration in the manner described in the Registration Statement (Registration No. 333-130879), the Shares will be validly issued, fully paid and non-assessable. |
Our opinion is based on the Colorado Business Corporation Act as of the date hereof. No
opinion is expressed herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction. It is understood that this Opinion is to
be used only in connection with the offer and sale of the Shares while the Registration Statement
is in effect.
We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement
and to the reference to this firm under the heading “Legal Matters” in the Prospectus forming a
part of the Registration Statement. In giving our consent, we do not admit that we are “experts”
within the meaning of Section 11 of the Securities Act or within the category of persons whose
consent is required by Section 7 of the Securities Act.
| Very truly yours, |
||||
| /s/ Jackson Kelly PLLC | ||||
| JACKSON KELLY, PLLC | ||||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the use in this Registration Statement of Natural Gas Services Group, Inc. on
Form S-1 of our report dated February 11, 2005, relating to the
consolidated balance sheet of Natural
Gas Services Group, Inc. for the year ended December 31, 2004
and the related consolidated statements of income, stockholders'
equity and cash flows for the years ended December 31,
2003 and 2004; our report dated February 13, 2004 relating to the consolidated balance sheet of
Natural Gas Services Group, Inc. for the year ended December 31,
2003 and the related consolidated statements of income, stockholders'
equity and cash flows for the years ended
December 31, 2002 and 2003; and our report dated November 4, 2005 relating to the
consolidated balance sheet of Screw Compression Systems, Inc. for the year
ended December 31, 2004 and the related consolidated statements of income, stockholders'
equity and cash flows for the years ended
December 31, 2003 and 2004, appearing in the prospectus, which
is part of this Registration Statement.
We
also consent to the reference to our Firm under the caption
“Experts” in such prospectus.
/s/
Hein & Associates LLP
Dallas, Texas
March 1, 2006
March 1, 2006