UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2005

NATURAL GAS SERVICES GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado		1-31398		75-2811855
(State or other jurisdiction		(Commission File		(IRS Employer
of Incorporation or organization)		Number)		Identification No.)

2911 South County Road 1260 Midland, Texas		79706
(Address of Principal Executive Offices)		(Zip Code)

432-563-3974
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events

     On July 28, 2005, Natural Gas Services Group, Inc. (the “Company”) announced that it will redeem its outstanding common stock purchase warrants that were issued in connection with the Company’s initial public offering in October 2002 (the “ IPO Warrants”). The IPO Warrants have an exercise price of $6.25 per share and are subject to redemption pursuant to their terms at the redemption price of $0.25 per IPO Warrant. Any holder of an IPO Warrant must exercise the IPO Warrant by 5:00 p.m., Mountain Daylight Savings Time on Tuesday, September 6, 2005 (the “Redemption Date”). IPO Warrants not properly exercised by the Redemption Date will no longer be exercisable and will be redeemed by the Company for $0.25 per IPO Warrant, without interest. Payment of the redemption price will be made by the Company promptly upon presentation and surrender of the certificates representing the IPO Warrants.

     The Company’s press release announcing the Company’s proposed redemption of the IPO Warrants is attached as Exhibit 99.1 to this report.

     The opinion of Jackson Kelly PLLC regarding the validity of the common stock issuable upon exercise of the IPO Warrants described in this report is filed as Exhibit 5 hereto.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.		Description
5		Opinion of Jackson Kelly PLLC
99.1		Press Release of Natural Gas Services Group, Inc., dated July 28, 2005

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NATURAL GAS SERVICES GROUP, INC.
		By:		/s/ Wallace C. Sparkman
				Wallace C. Sparkman
				Chairman of the Board of Directors
Dated: July 28, 2005

EXHIBIT INDEX

Exhibit No.		Description
5		Opinion of Jackson Kelly PLLC
99.1		Press Release of Natural Gas Services Group, Inc., dated July 28, 2005

Exhibit 5

JACKSON KELLY PLLC
1099 18^th Street, Suite 2150
Denver, Colorado 80202
Telephone: (303) 390-0003
Telecopier: (303) 390-0177

July 28, 2005

Natural Gas Services Group, Inc.
2911 South County Road 1260
Midland, Texas 79706

Re:		SB-2 Registration Statement on Form S-3
		(File No. 333-47051)

Ladies/Gentlemen:

     We have acted as counsel to Natural Gas Services Group, Inc., a Colorado corporation (the “Company”), in connection with certain securities matters, and you have requested that we provide a legal opinion to be filed as an exhibit to a Current Report on Form 8-K. This opinion replaces the legal opinion contained in the filing on June 10, 2004, with the Securities and Exchange Commission (the “Commission”), of a Post-Effective Amendment No. 3 to an SB-2 Registration Statement on Form S-3 (the “Registration Statement”) covering 1,800,000 shares (the “Shares”) of common stock of the Company, (the “Common Stock”).

     This Opinion 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 Opinion Letter is subject to and should be read in conjunction therewith. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter.

     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; and the resolutions adopted by the Board of Directors of the Company authorizing, approving and ratifying the preparation and filing of the Registration Statement. In making all of our examinations, 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 any persons entitled other than the Company

where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents.

     As to various factual matters that are material to our Opinion, we have relied upon the factual statements set forth in an officer’s certificate of the Company and certificates of, and other information obtained from, public officials. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements.

     Based upon and subject to the foregoing, we are of the Opinion that:

     (1) the Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and (b) has requisite corporate power and authority to carry on its business as described in the Registration Statement.

     (2) the 1,800,000 Shares underlying warrants and options as described in the Registration Statement will be, upon the exercise of such warrants and options and payment therefore, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the Company’s Current Report on Form 8-K.

Very truly yours,

/s/ Jackson Kelly PLLC

JACKSON KELLY PLLC

Exhibit 99.1

[LOGO]

NATURAL GAS SERVICES GROUP, INC.

FOR IMMEDIATE RELEASE		For More Information, Contact:
July 28, 2005		Stephen C. Taylor, President & CEO
		800-580-1828
		Jim Drewitz, Investor Relations
		972-355-6070

NATURAL GAS SERVICES GROUP, INC. ANNOUNCES
REDEMPTION OF PUBLIC WARRANTS

MIDLAND, TEXAS, July 28, 2005 – Natural Gas Services Group, Inc. (AMEX:NGS), a leading equipment and services provider to the oil and natural gas industry, announces it will redeem its outstanding common stock purchase warrants (AMEX:NGS.WS.) that were issued in connection with Natural Gas Services Group’s (NGS) initial public offering in October 2002 (the “IPO Warrants”). The exercise deadline for holders of IPO Warrants to convert to common stock before the IPO Warrants are redeemed by Natural Gas Services Group, Inc. is 5:00 p.m., Mountain Daylight Savings Time, on Tuesday, September 6, 2005 (the “Redemption Date”).

Each IPO Warrant is convertible into one share of common stock at an exercise price of $6.25 per share. Failure of the IPO Warrant holders to exercise the right to convert an IPO Warrant to a common share on or before 5:00 p.m. on the Redemption Date will allow NGS to redeem the IPO Warrant at $0.25 per IPO Warrant, without interest. The closing price of NGS’s common stock on July 27, 2005 was $13.70 and the closing price of the IPO Warrants was $7.58.

A total of 1,500,000 IPO Warrants were initially issued in conjunction with NGS’s initial public offering. On July 25, 2005, a total of 1,279,700 IPO Warrants were outstanding.

Since October 2002, 220,300 IPO Warrants have converted to common stock through July 25, 2005, and the Company has received approximately $1,376,875 in proceeds from the conversions. If the remaining 1,279,700 IPO Warrants convert to common stock, the Company would receive an additional $7,998,125 in proceeds. NGS anticipates that approximately $6,200,000 of the total proceeds from the exercise of all IPO Warrants ($9,375,000) will be used to repay a portion of NGS’s outstanding debt and approximately $3,175,000 to fund additional equipment purchases for NGS’s compressor rental fleet.

The IPO Warrants initially became eligible for redemption by NGS at $0.25 per warrant on July 7, 2005, when the closing price of NGS’s common stock first equaled or exceeded $10.9375 for twenty consecutive trading days. NGS is required to provide at

least thirty days prior written notice to the holders of the IPO Warrants of its intention to redeem the IPO Warrants, which expire on October 21, 2006. A notice regarding the redemption of the IPO Warrants is expected to be mailed on or about July 29, 2005, to each record holder providing details relating to the redemption, as well as instructions regarding how to exercise the IPO Warrants. Any IPO Warrant not exercised by 5:00 p.m. on the Redemption Date will no longer be exercisable and will be redeemed by NGS for $0.25 per IPO Warrant, without interest. Payment of the redemption price will be made by NGS promptly upon presentation and surrender of the certificates representing the IPO Warrants.

If all of the currently outstanding IPO Warrants are redeemed, rather than exercised by the holders of the IPO Warrants, NGS will pay approximately $319,925 out of its working capital to fund the redemption.

About Natural Gas Services Group, Inc.

NGS is a Midland, Texas based company that manufactures, fabricates, sells, leases and services natural gas compression equipment used in the production of natural gas wells. The Company also manufactures and sells flare and flare ignition systems for gas processing and production facilities. NGS has extensive operations in the major gas-producing basins of Texas, New Mexico, Michigan and Oklahoma.

For more information visit the Company’s website at www.ngsgi.com.

Forward-Looking Statements

The foregoing statements regarding the intentions of Natural Gas Services Group, Inc. with respect to the contemplated redemption and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. Natural Gas Services Group, Inc.’s ability to complete the redemption and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by Natural Gas Services Group, Inc. with the Securities and Exchange Commission.

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