As filed with the Securities and Exchange Commission on December 5, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATURAL GAS SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 75-2811855
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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1998 STOCK OPTION PLAN
(Full title of the plan)
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Wayne L. Vinson, Chief Executive Officer
2911 South County Road 1260
Midland, Texas 79706
(915) 563-3974
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
============================= =============== ================== ==================== ======================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate offering registration fee (1)
per share price
- ----------------------------- --------------- ------------------ -------------------- ----------------------
Common Stock, par value 97,500 $5.53 $539,175 $43.20
$0.01 per share
Common Stock, par value 12,000 $2.00 $24,000 $1.95
$0.01 per share
Common Stock, par value 33,000 $3.25 $107,250 $8.68
$0.01 per share
Common Stock, par value 7,500 $3.88 $29,100 $2.36
$0.01 per share
Total 150,000 $160,350 $56.19
=======
- ----------------------------- --------------- ------------------ -------------------- ----------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the 1998 Stock Option Plan 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.
3
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, 2002;
B. our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2003, June 30, 2003, and September 30, 2003;
C. our Current Reports on Form 8-K filed on March 6, 2003, April 14,
2003, May 8, 2003, August 6, 2003 and November 12, 2003;
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.
4
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, 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 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 Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
5
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
- ------ -----------
4.1 1998 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
Registration Statement No. 333-88314).
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of HEIN & ASSOCIATES LLP.
23.2 Consent of Jones & Keller, P.C. (included in the opinion filed as
Exhibit 5).
Item 9. Undertakings.
- ---------------------
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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; and
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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 Commission 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 of 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.
6
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 County of Midland, State of Texas, on December 3, 2003.
NATURAL GAS SERVICES GROUP, INC.
By /s/ Wayne L. Vinson
-----------------------------------------
Wayne L. Vinson, Chief Executive Officer
By /s/ Earl R. Wait
-----------------------------------------
Earl R. Wait, Chief Financial Officer &
Principal Accounting Officer
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.
Signature Title Date
- --------- ----- ----
/s/ William F. Hughes Director December 3, 2003
- -------------------------------
William F. Hughes
/s/ Wallace O. Sellers Director December 3, 2003
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Wallace O. Sellers
/s/ Wallace C. Sparkman Director December 3, 2003
- -------------------------------
Wallace C. Sparkman
/s/ Gene A. Strasheim Director December 3, 2003
- -------------------------------
Gene A. Strasheim
/s/ Wayne L. Vinson Director December 3, 2003
- -------------------------------
Wayne L. Vinson
/s/ Richard L. Yadon Director December 3, 2003
- -------------------------------
Richard L. Yadon
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 1998 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
Registration Statement No. 333-88314).
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of HEIN & ASSOCIATES LLP.
23.2 Consent of Jones & Keller, P.C. (included in the opinion filed as
Exhibit 5).
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Exhibits 5 & 23.2
JONES & KELLER
Attorneys At Law
A Professional Corporation
1625 Broadway
Suite 1600
Denver, Colorado 80202
Telephone (303) 573-1600
Telecopier (303) 573-0769
December 3, 2003
Board of Directors
Natural Gas Services Group, Inc.
2911 South County Road 1260
Midland, Texas 79706
Re: Natural Gas Services Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Natural Gas Services Group, Inc., a
Colorado corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 150,000 shares of common stock (the
"Common Stock") of the Company which may be issued upon the exercise of options
granted pursuant to the 1998 Stock Option Plan (the "Plan").
This letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
In connection with this opinion, we have examined the
applicable laws of the State of Colorado and relied upon the original, or copies
certified to our satisfaction, of (1) the Amended Articles on Incorporation and
the Bylaws of the Company; (2) minutes and records of the corporate proceedings
of the Company with respect to the establishment of the Plan, the issuance of
shares of Common Stock pursuant to options granted pursuant to the Plan; and (3)
the Registration Statement and its exhibits. In making the foregoing
Board of Directors
Natural Gas Services Group, Inc.
December 3, 2003
Page 2
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as certified or photostatic
copies. As to various questions of fact material to this opinion, and as to the
content and form of the Amended Articles of Incorporation, the Bylaws, minutes,
records, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representation
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matter described above, we are of the opinion that the
shares of Common Stock issued upon the exercise of options granted in accordance
with the terms of the Plan, when issued in accordance with such stock options,
will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
February 21, 2003 accompanying the consolidated financial statements of Natural
Gas Services Group, Inc., also incorporated by reference in the Form S-8
Registration Statement of Natural Gas Services Group, Inc.
HEIN + ASSOCIATES LLP
Dallas, Texas
December 3, 2003