UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
(Amendment No. 1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2004
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to _____________
Commission file number 1-31398
NATURAL GAS SERVICES GROUP, INC.
(Name of small business issuer in its charter)
Colorado 75-2811855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2911 South County Road 1260
Midland, Texas 79706
(Address of principal executive offices) (Zip Code)
(432) 563-3974
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Common Stock $.01 Par Value
(Title of Class)
Warrants to Purchase Common Stock
(Title of Class)
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
---
State issuer's revenue for its most recent fiscal year: $15,958,199
The aggregate market value of the voting and non-voting common equity
held by non-affiliates at March 23, 2005, computed by reference to the closing
price of $10.76 per share on the American Stock Exchange, was $47,676,914.
The number of shares outstanding of each of the issuer's classes of
common equity on March 23, 2005, was 6,765,764.
Documents Incorporated by Reference
None
Transitional Small Business Disclosure Format Yes No X
--- ---
EXPLANATORY NOTE
Natural Gas Services Group, Inc. is filing this Amendment No. 1 on Form
10-KSB/A to its Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004, as filed with the SEC on March 30, 2005, for the purpose of amending
and restating in its entirety Item 11 and Item 13 of such Annual Report on Form
10-KSB, as set forth below. As a result of this amendment, Natural Gas Services
Group, Inc. is filing as exhibits to this Amendment No. 1 on Form 10-KSB the
certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of
2002. This Amendment No. 1 on Form 10-KSB/A does not change our previously
reported financial statements and other financial disclosures.
Items included in the original Form 10-KSB that are not included herein
are not amended and remain in effect as of the date of the original filing.
Additionally, this Form 10-KSB/A does not purport to provide an update or a
discussion of any other developments subsequent to the original filing.
2
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 18, 2005, the beneficial
ownership of our common stock by (i) each of our directors; (ii) each of our
executive officers; (iii) all of our executive officers and directors as a
group; and (iv) each person known by us to beneficially own more than five
percent of our common stock. Except as otherwise indicated below, each of the
individuals named in the table has sole voting and investment power, or shares
such powers with his spouse, with respect to the shares set forth opposite his
name.
Percent
Name and Shares of Common Stock Beneficially
Address Beneficially Owned Owned
- ------------------------------------ ---------------------- ------------
Wallace O. Sellers 693,159(1) 10.2%
P.O. Box 106
6539 Upper York Road
Solebury, Pennsylvania 18963-0106
Charles G. Curtis 80,500(2) 1.2%
1 Penrose Lane
Colorado Springs, Colorado 80906
Paul D. Hensley 426,829 6.3%
3005 N. 15th Street
Broken Arrow, Oklahoma 74012
William F. Hughes 247,000(3) 3.6%
42921 Normandy Lane
Lancaster, California 93536
Wallace C. Sparkman 167,691(4) 2.5%
4906 Oakwood Court
Midland, Texas 79707
Gene A Strasheim 8,500(5) *
165 Huntington Place
Colorado Springs, Colorado 80906
Richard L. Yadon 299,183(6) 4.4%
P.O. Box 8715
Midland, Texas 79708-8715
Ron L. Bingham 6,000(7) *
P.O. Box 945
Lewiston, Michigan 49756
3
W. Randy Larkin 12,000(8) *
5609 Heartland
Midland, Texas 79707
S. Craig Rogers 14,250(9) *
14732 Bluestem Ave
Gardendale, Texas 79758
Earl R. Wait 75,520(10) 1.1%
5102 Teakwood Trace
Midland, Texas 79707
Scott W. Sparkman 519,467(11) 7.7%
1604 Ventura Ave
Midland, Texas 79705
Charles L. Barney 936,274(12) 13.4%
952 Echo Lane, Suite 364
Houston, Texas 77024
RWG Investments LLC 369,000 (13) 5.5%
5980 Wildwood Drive
Rapid City, South Dakota 57902
Babson Capital Management LLC 651,700(14) 9.6%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
All directors (and nominees) and
executive officers as a group
(12 persons) 2,550,099 (15) 36.5%
- ---------------------------------------
* Less than one percent.
(1) Includes 196,091 shares of common stock owned by the Trust under Deed
of Wallace O. Sellers, dated June 21, 1991, 196,091 shares of common
stock owned by the Trust under Deed of Wallace O. Sellers, dated June
22, 1971; options to purchase 2,500 shares of common stock at $3.88 per
share, options to purchase 2,500 shares of common stock at $5.55 per
share, and options to purchase 2,500 shares of common stock at $9.34
per share held by Mr. Sellers; and 158,600 shares owned by Mr. Sellers'
wife. The trustee of each trust is an unrelated third party. Mr.
Sellers' wife is a contingent remainder beneficiary of one trust and a
beneficiary during her lifetime of the other.
(2) Includes options to purchase 2,500 shares of common stock at $3.88 per
share, options to purchase 2,500 shares of common stock at $5.55 per
share, options to purchase 2,500 shares of common stock at $9.34 per
share, and warrants to purchase 40,000 shares of common stock at $3.25
per share.
(3) Includes 180,500 shares of common stock and a warrant to purchase
60,000 shares of common stock at $3.25 per share owned by the William
and Cheryl Hughes Family Trust, an option to purchase 2,500 share of
common stock at $5.55, and an option to purchase 2,500 shares of common
stock at $9.34.
(4) Includes 105,691 shares owned by Diamente Investments, LLP, a Texas
limited partnership of which Mr. Sparkman is a general and limited
partner.
(5) Includes options to purchase 2,500 shares of common stock at $5.55 per
share and options to purchase 2,500 shares of common stock at $9.34 per
share.
4
(6) Includes warrants to purchase 9,365 shares of common stock at $2.50 per
share, warrants to purchase 5,318 shares of common stock at $3.25 per
share, options to purchase 2,500 shares of common stock at $5.55 per
share and options to purchase 2,500 shares of common stock at $9.34 per
share.
(7) Includes an option to purchase 6,000 shares of common stock at $5.58
per share.
(8) Includes an option to purchase 12,000 shares of common stock at $7.50
per share.
(9) Includes warrants to purchase 1,125 shares of common stock at $6.25 per
share and an option to purchase 12,000 shares of common stock at $3.25
per share.
(10) Includes an option to purchase 15,000 shares of common stock at $3.25
per share.
(11) Includes an option to purchase 3,000 shares of common stock at $7.50
per share, and 475,000 shares of common stock and warrants to purchase
21,467 shares of common stock at $2.50 per share owned by Diamond S
DGT, a trust of which Mr. Sparkman is a co-trustee and co-beneficiary
with his sister.
(12) Based on Amendment No. 1 to Schedule 13D filed with the SEC on March
22, 2005, Charles L. Barney, the sole indirect owner of CBarney
Investments, Ltd. and Mark X Energy Company, reported beneficial
ownership of 707,974 shares of common stock and warrants to purchase
228,300 shares of common stock. Mr. Barney reported shared voting and
dispositive power with (i) CBarney Investments, Ltd. with respect to
the 600,674 shares and warrants its owns and (ii) Mark X Energy Company
with respect to the 335,600 shares and warrants it owns, due to his
ownership control of those entities.
(13) Includes a warrant to purchase 15,000 shares of common stock at $6.25
per share, 245,000 shares of common stock owned by RWG Investments LLC,
and 82,000 shares of common stock owned by G Five Development LLC. RWG
Investments LLC is a limited liability company owned solely by Roland
W. Gentner. G Five Development LLC is a limited liability company, the
beneficial owners of which are Roland W. Gentner, his spouse, and his
three sons.
(14) As reported in Schedule 13G filed with the SEC on February 8, 2005,
Babson Capital Management LLC, in its capacity as investment adviser,
may be deemed the beneficial owner of such shares which are owned by
investment advisory client(s). Babson Capital reported sole voting
power with respect to 641,400 shares; shared voting power with respect
to 10,300 shares; and sole dispositive power with respect to 651,700
shares.
(15) Includes options to purchase 78,000 shares of common stock and warrants
to purchase 137,275 shares of common stock.
5
Item 13. EXHIBITS
The following is a list of all exhibits filed as part of this Form
10-KSB/A:
Exhibit No. Description
- ----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon
Engineering Company, Inc. and NGE Leasing, Inc.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's Current Report on Form 8-K dated
February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated
by reference to Exhibit 3.1 of the 10QSB filed and
dated November 10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
4.1 Form of warrant certificate (Incorporated by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by
reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference
to Exhibit 4.3 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
4.4
Form of representative's option for the purchase of
common stock (Incorporated by reference to Exhibit
4.4 of the Registrant's Registration Statement on
Form SB-2, No. 333-88314)
4.5 Form of representative's option for the purchase of
warrants (Incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among
Paul D. Hensley, Tony Vohjesus, Jim Hazlett and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 4.3 of the Registrant's From 8-K
Report, dated January 3, 2005, as filed with the
Securities and Exchange Commission on January 7,
2005)
6
Executive Compensation Plans and Arrangements
(Exhibits 10.1, 10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to
Exhibit 10.1 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001,
between the Registrant and Great Lakes Compression,
Inc. (Incorporated by reference to Exhibit 10.2 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4),
13(d)(1), 13(d)(2) and 13(d)(3) to Asset Purchase
Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc.
(Incorporated by reference to Exhibit 10.14 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas
Services Group, Inc. and Dominion Michigan Production
Services, Inc. (Incorporated by reference to Exhibit
10.3 of the Registrant's Registration Statement on
Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December
31, 2006 (Incorporated by reference to Exhibit 10.8
of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc.
(Incorporated by reference to Exhibit 10.10 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing
debt (Incorporated by reference to Exhibit 10.12 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing
debt (Incorporated by reference to Exhibit 10.13 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
7
10.11 Articles of Organization of Hy-Bon Rotary
Compression, L.L.C., dated April 17, 2000
(Incorporated by reference to Exhibit 10.18 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C.
(Incorporated by reference to Exhibit 10.19 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current
Report on Form 8-K, dated March 27, 2003 and filed
with the Securities and Exchange Commission on April
14, 2003)
10.14 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Alan Kurus
(Incorporated by reference to Exhibit 10.25 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Wayne Vinson
(Incorporated by reference to Exhibit 10.26 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Earl Wait
(Incorporated by reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003,
between NGE Leasing, Inc. and Steven J. & Katherina
L. Winer (Incorporated by reference to Exhibit 10.17
of the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE
Leasing, Inc. and Wise Commercial Properties
(Incorporated by reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the
Registrant and the City of Midland, Texas
(Incorporated by reference to Exhibit 10.19 of the
Registrant's Form 10-QSB for the fiscal quarter ended
June 30, 2004)
8
10.20 Second Amended and Restated Loan Agreement, dated
November 3, 2003, between the Registrant and Western
National Bank (Incorporated by reference to Exhibit
10.20 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
10.21 Securities Purchase Agreement, dated July 20, 2004,
between the Registrant and CBarney Investments, Ltd.
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated July
20, 2004 and filed with the Securities and Exchange
Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by
and among the Registrant, Screw Compression Systems,
Inc., Paul D. Hensley, Jim Hazlett and Tony Vohjesus
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated October
18, 2004 and filed with the Securities and Exchange
Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement
(Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K, dated March
14, 2005 as filed with the Securities and Exchange
Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 10.1 of the Registrants Form 8-K
Report, dated January 3, 2005, as filed with the
Securities and Exchange Commission on January 7,
2005)
10.25 Employment Agreement between William R. Larkin and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 10.25 of the Registrant's Form
10-KSB for the fiscal year ended December 31, 2004,
and filed with the Securities and Exchange Commission
on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the
original principal amount of $2,100,000.00 made by
Natural Gas Services Group, Inc. payable to Paul D.
Hensley (Incorporated by reference to Exhibit 10.26
of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit
14.0 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
9
21.0 Subsidiaries (Incorporated by reference to Exhibit
21.0 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
23.1 Consent of Hein & Associates LLP (Incorporated by
reference to Exhibit 23.1 of the Registrant's Form
10-KSB for the fiscal year ended December 31, 2004,
and filed with the Securities and Exchange Commission
on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the
Sarbanes-Oxley Act of 2002
*32.2 Certification required by Section 906 of the
Sarbanes-Oxley Act of 2002
- -------------------
* Filed herewith.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: May 3, 2005 NATURAL GAS SERVICES GROUP, INC.
By: /s/ Stephen C. Taylor
--------------------------------
Stephen C. Taylor, President and
Principal Executive Officer
By: /s/ Earl R.Wait
--------------------------------
Earl R. Wait, Chief Financial
Officer
11
EXHIBIT INDEX
The following is a list of all exhibits filed as part of this Form
10-KSB/A:
Exhibit No. Description
- ----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon
Engineering Company, Inc. and NGE Leasing, Inc.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's Current Report on Form 8-K dated
February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated
by reference to Exhibit 3.1 of the 10QSB filed and
dated November 10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
4.1 Form of warrant certificate (Incorporated by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by
reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference
to Exhibit 4.3 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
4.4
Form of representative's option for the purchase of
common stock (Incorporated by reference to Exhibit
4.4 of the Registrant's Registration Statement on
Form SB-2, No. 333-88314)
4.5 Form of representative's option for the purchase of
warrants (Incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among
Paul D. Hensley, Tony Vohjesus, Jim Hazlett and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 4.3 of the Registrant's From 8-K
Report, dated January 3, 2005, as filed with the
Securities and Exchange Commission on January 7,
2005)
Executive Compensation Plans and Arrangements
(Exhibits 10.1, 10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to
Exhibit 10.1 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001,
between the Registrant and Great Lakes Compression,
Inc. (Incorporated by reference to Exhibit 10.2 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4),
13(d)(1), 13(d)(2) and 13(d)(3) to Asset Purchase
Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc.
(Incorporated by reference to Exhibit 10.14 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas
Services Group, Inc. and Dominion Michigan Production
Services, Inc. (Incorporated by reference to Exhibit
10.3 of the Registrant's Registration Statement on
Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December
31, 2006 (Incorporated by reference to Exhibit 10.8
of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc.
(Incorporated by reference to Exhibit 10.10 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing
debt (Incorporated by reference to Exhibit 10.12 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing
debt (Incorporated by reference to Exhibit 10.13 of
the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.11 Articles of Organization of Hy-Bon Rotary
Compression, L.L.C., dated April 17, 2000
(Incorporated by reference to Exhibit 10.18 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C.
(Incorporated by reference to Exhibit 10.19 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current
Report on Form 8-K, dated March 27, 2003 and filed
with the Securities and Exchange Commission on April
14, 2003)
10.14 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Alan Kurus
(Incorporated by reference to Exhibit 10.25 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Wayne Vinson
(Incorporated by reference to Exhibit 10.26 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter
relating to the Employment Agreement of Earl Wait
(Incorporated by reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003,
between NGE Leasing, Inc. and Steven J. & Katherina
L. Winer (Incorporated by reference to Exhibit 10.17
of the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE
Leasing, Inc. and Wise Commercial Properties
(Incorporated by reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the
Registrant and the City of Midland, Texas
(Incorporated by reference to Exhibit 10.19 of the
Registrant's Form 10-QSB for the fiscal quarter ended
June 30, 2004)
10.20 Second Amended and Restated Loan Agreement, dated
November 3, 2003, between the Registrant and Western
National Bank (Incorporated by reference to Exhibit
10.20 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
10.21 Securities Purchase Agreement, dated July 20, 2004,
between the Registrant and CBarney Investments, Ltd.
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated July
20, 2004 and filed with the Securities and Exchange
Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by
and among the Registrant, Screw Compression Systems,
Inc., Paul D. Hensley, Jim Hazlett and Tony Vohjesus
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated October
18, 2004 and filed with the Securities and Exchange
Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement
(Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K, dated March
14, 2005 as filed with the Securities and Exchange
Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 10.1 of the Registrants Form 8-K
Report, dated January 3, 2005, as filed with the
Securities and Exchange Commission on January 7,
2005)
10.25 Employment Agreement between William R. Larkin and
Natural Gas Services Group, Inc. (Incorporated by
reference to Exhibit 10.25 of the Registrant's Form
10-KSB for the fiscal year ended December 31, 2004,
and filed with the Securities and Exchange Commission
on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the
original principal amount of $2,100,000.00 made by
Natural Gas Services Group, Inc. payable to Paul D.
Hensley (Incorporated by reference to Exhibit 10.26
of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit
14.0 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
21.0 Subsidiaries (Incorporated by reference to Exhibit
21.0 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
23.1 Consent of Hein & Associates LLP (Incorporated by
reference to Exhibit 23.1 of the Registrant's Form
10-KSB for the fiscal year ended December 31, 2004,
and filed with the Securities and Exchange Commission
on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the
Sarbanes-Oxley Act of 2002
*32.2 Certification required by Section 906 of the
Sarbanes-Oxley Act of 2002
- -------------------
* Filed herewith.
Exhibit 31.1
Certification of Chief Executive Officer Under
Section 302 of the Sarbanes-Oxley Act of 2002
I, Stephen C. Taylor, Chief Executive Officer of Natural Gas Services
Group, Inc., certify that:
1. I have reviewed this Amendment No. 1 on Form 10-KSB/A of Natural Gas
Services Group, Inc;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: May 3, 2005
/s/ Stephen C. Taylor
-----------------------
Stephen C. Taylor
Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer Under
Section 302 of the Sarbanes-Oxley Act of 2002
I, Earl R. Wait, Chief Financial Officer of Natural Gas Services Group,
Inc., certify that:
1. I have reviewed this Amendment No. 1 on Form 10-KSB/A of Natural Gas
Services Group, Inc;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: May 3, 2005
/s/ Earl R. Wait
-----------------------
Earl R. Wait
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Natural Gas Services Group,
Inc. (the "Company") on Form 10-KSB/A for the year ended December 31, 2004, as
filed with the Securities and Exchange Commission (the "Report"), I, Stephen C.
Taylor, President and Chief Executive Officer of the Company, hereby certify
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Stephen C. Taylor
-----------------------
Stephen C. Taylor
Chief Executive Officer
May 3, 2005
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Natural Gas Services Group,
Inc. (the "Company") on Form 10-KSB/A for the year ended December 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Earl R. Wait, Chief Financial Officer of the Company, hereby
certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Earl R. Wait
-----------------------
Earl R. Wait
Chief Financial Officer
May 3, 2005