SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATURAL GAS SERVICES GROUP, INC.
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(Name of small business issuer in its charter)
Colorado 3533 75-2811855
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
Wayne L. Vinson
2911 South County Road 1260 2911 South County Road 1260
Midland, Texas 79706 Midland, Texas 79706
(915) 563-3974 (915) 563-3974
(Address and telephone number (Name, address and telephone number of
of principal executive offices agent for service)
and address of principal place
of business)
With copies to:
Thomas S. Smith, Esq. Samuel E. Wing, Esq.
Kevin J. Kanouff, Esq. Nathan D. Simmons, Esq.
Dorsey & Whitney LLP Jones & Keller, PC
370 Seventeenth Street, Suite 4700 1625 Broadway Street, 16th Floor
Denver, Colorado 80202 Denver, Colorado 80202
(303) 629-3400 (303) 573-1600
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement on Form SB-2 of Natural Gas Services Group, Inc. ("Registrant") is to
de-register Registrant's shares of common stock and warrants that were not sold
in Registrant's offering pursuant to Registration Statement No. 333-88314.
After the effective time of Registrant's Registration Statement,
Registrant and Neidiger, Tucker, Bruner, Inc., the Representative of the
underwriters, agreed to reduce the numbers of shares of Registrant's common
stock and warrants being offered in the primary offering from 1,650,000 shares
and 1,650,000 warrants to 1,500,000 shares and 1,500,000 warrants. As a result,
Registrant hereby de-registers 150,000 shares of Registrant's common stock and
150,000 of Registrant's warrants that were not sold in the primary offering and
150,000 shares of Registrant's common stock underlying the 150,000 warrants that
were not sold in the primary offering.
Further, as a result of the reduction in the numbers of shares and
warrants sold in the primary offering, the numbers of shares of Registrant's
common stock and warrants underlying the Representative's options were reduced
from 165,000 shares and 165,000 warrants to 150,000 shares and 150,000 warrants.
Accordingly, Registrant hereby de-registers 15,000 shares of Registrant's common
stock and 15,000 warrants that were originally registered for issuance upon
exercise of the options to be issued to the Representative and 15,000 shares of
Registrant's common stock underlying the 15,000 warrants.
Further, the underwriters did not exercise their over-allotment
options. Accordingly, Registrant hereby de-registers 247,500 shares of
Registrant's common stock and 247,500 warrants that were registered for issuance
upon exercise of the underwriter's over-allotment options and 247,500 shares of
Registrant's common stock underlying said warrants.
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Midland,
State of Texas on December 30, 2002.
NATURAL GAS SERVICES GROUP, INC.
/s/ Wayne L. Vinson
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Wayne L. Vinson, President and Principal
Executive Officer
/s/ Earl R. Wait
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Earl R. Wait, Principal Financial and
Accounting Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
Signature Title Date
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/s/ Wallace O. Sellers Director December 30, 2002
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Wallace O. Sellers
/s/ Wayne L. Vinson Director December 30, 2002
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Wayne L. Vinson
/s/ Scott W. Sparkman Director December 30, 2002
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Scott W. Sparkman
/s/ Charles G. Curtis Director December 30, 2002
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Charles G. Curtis