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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/17/20 Williams Industrial Svcs Gp Inc. S-1/A 134:18M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.88M
(General Form)
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 110K
3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 39K
4: EX-4.4 Instrument Defining the Rights of Security Holders HTML 55K
5: EX-5.1 Opinion of Counsel re: Legality HTML 39K
6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 40K
7: EX-23.1 Consent of Experts or Counsel HTML 32K
8: EX-99.1 Miscellaneous Exhibit HTML 40K
9: EX-99.2 Miscellaneous Exhibit HTML 43K
10: EX-99.3 Miscellaneous Exhibit HTML 40K
11: EX-99.4 Miscellaneous Exhibit HTML 55K
12: EX-99.5 Miscellaneous Exhibit HTML 60K
35: R1 Document and Entity Information HTML 47K
90: R2 Condensed Consolidated Balance Sheets HTML 138K
131: R3 Condensed Consolidated Balance Sheets HTML 49K
(Parenthetical)
53: R4 Condensed Consolidated Statements of Operations HTML 139K
37: R5 Condensed Consolidated Statements of Comprehensive HTML 49K
Loss
92: R6 Condensed Consolidated Statement of Stockholders? HTML 105K
Equity
133: R7 Condensed Consolidated Statements of Cash Flows HTML 145K
51: R8 Business and Basis of Presentation HTML 54K
39: R9 Liquidity HTML 44K
74: R10 Recent Accounting Pronouncements HTML 88K
28: R11 Leases HTML 68K
104: R12 Changes in Business HTML 161K
118: R13 Revenue HTML 98K
75: R14 Earnings (Loss) Per Share HTML 171K
29: R15 Income Taxes HTML 273K
105: R16 Debt HTML 167K
119: R17 Financial Instruments HTML 39K
72: R18 Commitments and Contingencies HTML 64K
30: R19 Stock-Based Compensation Plans HTML 85K
78: R20 Business and Basis of Presentation (Tables) HTML 46K
121: R21 Leases (Tables) HTML 91K
49: R22 Changes in Business (Tables) HTML 117K
33: R23 Revenue (Tables) HTML 141K
79: R24 Earnings (Loss) Per Share (Tables) HTML 169K
122: R25 Income Taxes (Tables) HTML 115K
50: R26 Debt (Tables) HTML 142K
34: R27 Liquidity (Details) HTML 48K
80: R28 Leases (Details) HTML 49K
120: R29 Leases - Lease Cost (Details) HTML 42K
116: R30 LEASES - Right-of use Assets and Lease Liabilities HTML 43K
(Details)
103: R31 LEASES - Supplemental Information (Details) HTML 50K
32: R32 LEASES - Remaining Lease Payments (Details) HTML 73K
77: R33 CHANGES IN BUSINESS - Restructuring Costs HTML 57K
(Details)
115: R34 CHANGES IN BUSINESS - Discontinued Operation and HTML 173K
Disposition (Details)
102: R35 REVENUE - Disaggregation of revenue (Details) HTML 47K
31: R36 REVENUE - Contract assets and the contract HTML 55K
liabilities (Details)
76: R37 REVENUE -Remaining Performance Obligations HTML 47K
(Details)
117: R38 Earnings (Loss) Per Share (Details) HTML 80K
101: R39 Earnings (LOSS) PER SHARE - Antidilutive (Details) HTML 41K
132: R40 Income Taxes (Details) HTML 61K
91: R41 Debt (Details) HTML 211K
38: R42 Stock-Based Compensation Plans (Details) HTML 86K
54: R43 Consolidated Balance Sheets HTML 152K
130: R44 Consolidated Balance Sheets (Parenthetical) HTML 49K
89: R45 Consolidated Statements of Operations HTML 138K
36: R46 Consolidated Statements of Comprehensive (Loss) HTML 54K
Income
52: R47 Consolidated Statements of Stockholders' Equity HTML 112K
134: R48 Consolidated Statements of Cash Flows HTML 168K
88: R49 Business and Organization HTML 54K
98: R50 Liquidity HTML 44K
113: R51 Summary of Significant Accounting Policies HTML 88K
63: R52 Changes in Business HTML 161K
19: R53 Property, Plant and Equipment HTML 67K
99: R54 Goodwill and Other Intangible Assets HTML 40K
114: R55 Financial Instruments HTML 39K
64: R56 Income Taxes HTML 273K
20: R57 Revenue HTML 98K
100: R58 Debt HTML 167K
112: R59 Earnings Per Share HTML 171K
59: R60 Stock-Based Compensation Plans HTML 85K
40: R61 Employee Benefit Plans HTML 99K
83: R62 Commitments and Contingencies HTML 64K
123: R63 Major Customers and Concentration of Credit Risk HTML 64K
62: R64 Other Supplemental Information HTML 55K
43: R65 Selected Quarterly Financial Data (Unaudited) HTML 124K
87: R66 Subsequent Events HTML 35K
127: R67 Summary of Significant Accounting Policies HTML 145K
(Policies)
56: R68 Business and Organization (Tables) HTML 46K
45: R69 Changes in Business (Tables) HTML 252K
27: R70 Property, Plant and Equipment (Tables) HTML 66K
68: R71 Income Taxes (Tables) HTML 266K
110: R72 Revenue (Tables) HTML 141K
96: R73 Debt (Tables) HTML 162K
24: R74 Earnings Per Share (Tables) HTML 169K
65: R75 Stock-Based Compensation (Tables) HTML 96K
107: R76 Employee Benefit Plans (Tables) HTML 245K
93: R77 Commitments and Contingencies (Tables) HTML 40K
23: R78 Major Customers and Concentration of Credit Risk HTML 71K
(Tables)
71: R79 Other Supplemental Information (Tables) HTML 55K
26: R80 Selected Quarterly Financial Data (Unaudited) HTML 122K
(Tables)
67: R81 Liquidity (Details) HTML 48K
109: R82 Summary of Significant Accounting Policies HTML 99K
(Details)
95: R83 CHANGES IN BUSINESS - Restructuring Costs HTML 60K
(Details)
25: R84 CHANGES IN BUSINESS - Discontinued Operation and HTML 256K
Disposition (Details)
66: R85 Property, Plant and Equipment (Details) HTML 63K
108: R86 Property, Plant and Equipment Depreciation and HTML 39K
Amortization (Details)
94: R87 GOODWILL AND OTHER INTANGIBLE ASSETS Future HTML 45K
Amortization (Details)
21: R88 Income Taxes (Details) HTML 52K
69: R89 Income Taxes Expense by jurisdiction (Details) HTML 63K
60: R90 INCOME TAXES Continuing and discontinued HTML 45K
operations (Details)
41: R91 INCOME TAXES Effective tax rate reconciliation HTML 124K
(Details)
85: R92 INCOME TAXES Deferred Income Tax Assets and HTML 96K
Liabilities (Details)
125: R93 INCOME TAXES NOL and tax credit carryforwards HTML 53K
(Details)
61: R94 INCOME TAXES Valuation allowances (Details) HTML 41K
42: R95 INCOME TAXES Uncertain tax positions (Details) HTML 65K
86: R96 REVENUE - Disaggregation of revenue (Details) HTML 42K
126: R97 REVENUE - Uncompleted Contracts (Details) HTML 51K
58: R98 REVENUE - Transaction price allocated to the HTML 56K
remaining performance obligations (Details)
47: R99 Debt (Details) HTML 433K
82: R100 Earnings Per Share (Details) HTML 84K
129: R101 Earnings Per Share - Antidilutive (Details) HTML 41K
57: R102 Stock-Based Compensation (Details) HTML 151K
46: R103 Stock-Based Compensation Activity (Details) HTML 139K
81: R104 STOCK-BASED COMPENSATION CEO Stock Options HTML 71K
(Details)
128: R105 STOCK-BASED COMPENSATION CEO Stock Options HTML 50K
Volatility (Details)
55: R106 Employee Benefit Plans (Details) HTML 43K
44: R107 Employee Benefit Plans Employer plans (Details) HTML 138K
84: R108 Commitments and Contingencies (Details) HTML 127K
124: R109 Major Customers and Concentration of Credit Risk HTML 46K
(Details)
106: R110 Major Customers and Concentration of Credit Risk HTML 50K
Risk (Details)
97: R111 Other Supplemental Information (Details) HTML 54K
22: R112 Selected Quarterly Financial Data (Unaudited) HTML 71K
(Details)
70: R113 Subsequent Events (Details) HTML 58K
48: XML IDEA XML File -- Filing Summary XML 239K
73: EXCEL IDEA Workbook of Financial Reports XLSX 174K
13: EX-101.INS XBRL Instance -- wlms-20200108 XML 4.87M
15: EX-101.CAL XBRL Calculations -- wlms-20200108_cal XML 368K
16: EX-101.DEF XBRL Definitions -- wlms-20200108_def XML 1.52M
17: EX-101.LAB XBRL Labels -- wlms-20200108_lab XML 3.40M
18: EX-101.PRE XBRL Presentations -- wlms-20200108_pre XML 2.34M
14: EX-101.SCH XBRL Schema -- wlms-20200108 XSD 310K
111: ZIP XBRL Zipped Folder -- 0001047469-20-000294-xbrl Zip 441K
INSTRUCTIONS AS TO USE OF
WILLIAMS INDUSTRIAL SERVICES GROUP INC.
SUBSCRIPTION RIGHTS CERTIFICATES
Please consult Georgeson LLC, the information agent for the Rights Offering,
or your bank or broker as to any questions
The following instructions relate to a rights offering (the “Rights Offering”) by Williams Industrial Services Group Inc., a Delaware corporation (the “Company”), to the holders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), as described in the Company’s Prospectus, dated [ ] [ ], 2020 (the “Prospectus”). Holders of record of shares of Common Stock as of [ ]:[ ] [a./p.]m., New York City time, on [ ] [ ], 2020 (the “Record Date”) will receive, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase [ ] of a share of Common Stock at a subscription price of $[ ] per whole share (the “Subscription Price”). Each holder will receive one Right for each share of Common Stock owned of record on the Record Date (each, a “Basic Subscription Right”). Stockholders who fully exercise their Basic Subscription Rights will be entitled to exercise an over-subscription privilege to purchase, for the Subscription Price, additional shares of common stock that remain unsubscribed as a result of unexercised Basic Subscription Rights (up to a cap of 300% of the shares of Common Stock held by such stockholder on the Record Date) (the “Over-Subscription Privilege”), subject to proration.
Computershare Trust Company, N.A. is acting as subscription agent for the Rights Offering (the “Subscription Agent”).
The Rights will expire at 5:00 p.m., New York City time, on [ ] [ ], 2020, unless such time is extended by the Company as described in the Prospectus (such date and time, as the same may be extended, the “Expiration Date”).
The Company will not issue fractional shares in the Rights Offering. Fractional shares resulting from the exercise of the Basic Subscription Rights and the Over-Subscription Privilege will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that the Company offers no more than [ ] shares of Common Stock in the Rights Offering.
The Rights will be evidenced by non-transferable subscription Rights certificates (“Rights Certificates”). The number of Rights to which you are entitled is printed on the face of your Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights, including the exercise of your Basic Subscription Right and Over-Subscription Privilege, if any, by completing the appropriate section on the back of your Rights Certificate and returning the Rights Certificate with your payment to the Subscription Agent in the envelope provided, or, if you are a beneficial owner of Common Stock, by instructing your broker, custodian bank or other nominee to do so on your behalf.
You are required to submit payment in full for all the shares you wish to buy with your Basic Subscription Rights and Over-Subscription Privilege. If an insufficient number of shares is available to fully satisfy all Over-Subscription Privilege requests, Rights holders who exercise their Over-Subscription Privilege will receive the available shares pro rata based on the number of shares each Rights holder has subscribed for under the Over-Subscription Privilege. To the extent you properly exercise your Over-Subscription Privilege for a number of shares that exceeds the number of unsubscribed shares of Common Stock available to you, any excess subscription payment received by the Subscription Agent will be returned to you as soon as practicable, without interest or deduction.
Do not send the Subscription Rights Certificate or payment to the Company. If you wish to participate in the Rights Offering, the Subscription Agent must receive your properly completed and duly executed Subscription Rights Certificate and any other required document, with full payment of the aggregate Subscription Price, including final clearance of any checks, before 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you may not cancel, revoke or otherwise amend the exercise of your Rights. Any Rights that are not exercised prior to the Expiration Date will be void, of no value and will cease to be exercisable for Shares, and you will have no further rights under them.
YOUR RIGHTS CERTIFICATE(S), OR NOTICE OF GUARANTEED DELIVERY, AND FULL SUBSCRIPTION PAYMENT FOR EACH RIGHT THAT IS EXERCISED PURSUANT TO THE BASIC SUBSCRIPTION RIGHT PLUS THE FULL SUBSCRIPTION PRICE FOR ANY ADDITIONAL AMOUNT OF SHARES SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION RIGHT OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT VALIDLY EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE. IN CASE YOU HOLD RIGHTS THROUGH A BROKER, CUSTODIAN BANK OR OTHER NOMINEE, YOU SHOULD VERIFY THE DEADLINE FOR DELIVERING YOUR INSTRUCTION WITH YOUR BROKER, CUSTODIAN BANK OR OTHER NOMINEE.
1. Method of Subscription — Exercise of Rights.
Your Rights are evidenced by a non-transferable Rights Certificate, which will be a physical certificate issued through the facilities of the Subscription Agent. The Rights Certificates will be delivered to record holders; if your Common Stock is registered in the name of a broker, dealer, custodian bank or other nominee (“nominee”), your Rights Certificate will be delivered to such nominee on your behalf.
The Rights may be exercised by registered holders of Common Stock by completing and signing the Rights Certificate and delivering the completed and duly executed Rights Certificate, together with the full subscription payment for all the shares you wish to buy with your Basic Subscription Rights and Over-Subscription Privilege, to the Subscription Agent at the address set forth below. Completed Rights Certificates and related payments, including final clearance of any uncertified checks, must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
If you are a beneficial owner of shares of Common Stock that are registered in the name of a nominee and you wish to exercise your Rights, you should instruct your nominee to exercise your Rights on your behalf by delivering all documents and payment on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date. This means that you should give such instructions to your nominee sufficiently in advance of the Expiration Date to enable nominee to exercise your Rights on your behalf before the Expiration Date. The Company will ask your nominee to notify you of the Rights Offering. You should complete and return to your nominee the appropriate subscription documentation you receive from such nominee. Your Rights will not be considered exercised unless the Subscription Agent receives from your nominee all of the required documents and your full subscription payment prior to 5:00 p.m., New York City time, on the Expiration Date. Nominee holders of Rights will be required to certify to the Subscription Agent, before any Right may be exercised with respect to any particular beneficial owner, as to the aggregate number of shares of Common Stock subscribed for pursuant to the Right by such beneficial owner.
Nominees who hold shares of Common Stock for the account of others should notify the respective beneficial owners as soon as possible to ascertain the beneficial owners’ intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the nominee should exercise the Rights on behalf of the beneficial owner and deliver all documents and payment prior to 5:00 p.m., New York City time, on the Expiration Date. Whether you are a record holder or hold through a nominee, the Company will not be obligated to honor your exercise of Rights if the Subscription Agent receives the documents, including payment, relating to your exercise from you or from your nominee, as applicable, after the Expiration Date, regardless of when you transmitted the documents.
The Company and the Subscription Agent will accept only properly completed and duly executed Rights Certificates actually received at the applicable address listed below, prior to 5:00 p.m., New York City time, on the Expiration Date.
The Rights Certificate and payment must be delivered to the Subscription Agent by one or more of the following methods:
|
If delivering by registered first class mail: |
If delivering by express mail, courier or other expedited service: |
|
|
|
|
Computershare Trust Company, N.A. |
Computershare Trust Company, N.A. |
|
Corporate Actions Voluntary Offer; COY: GEG |
Corporate Actions Voluntary Offer; COY: GEG |
|
P.O. Box 43011 |
150 Royall Street, Suite V |
DELIVERY TO AN ADDRESS OTHER THAN THAT PROVIDED ABOVE DOES NOT CONSTITUTE VALID DELIVERY AND, ACCORDINGLY, MAY BE REJECTED BY THE COMPANY. PLEASE DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS TO THE COMPANY.
If you do not indicate the number of Rights being exercised, or do not send sufficient funds to purchase the number of shares requested, then the funds will be applied to the exercise of Rights only to the extent of the payment actually received by the Subscription Agent.
2. Payment Method.
Your payment must be made in U.S. dollars for the full number of shares of Common Stock you wish to acquire under the Rights by one of the following methods:
· personal check payable to Computershare Trust Company, N.A. drawn upon a U.S. bank; or
· wire transfer of immediately available funds to accounts maintained by the Subscription Agent.
If you send an uncertified personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared, which may require five (5) or more business days. If, however, you send a wire directly to the Subscription Agent’s account, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instrument or wire or transfer. Payment received after the Expiration Date of the Rights Offering, including any uncertified checks which have not cleared by the Expiration Date, will not be honored, and, in such event, the Subscription Agent will return your payment to you, without interest, as soon as practicable.
3. Issuance of Common Stock.
The Company intends to issue the shares of Common Stock in book entry form to each subscriber as soon as practicable after completion of the Rights Offering; however, there may be a delay between the Expiration Date of the Rights Offering and the date and time that the shares are issued and delivered to you or your nominee, as applicable. We will issue the shares in book entry form to each subscriber; we will not issue any stock certificates. If you are the holder of record of our Common Stock, you will receive a statement of ownership from our transfer agent, Computershare Trust Company, N.A., reflecting the shares of Common Stock that you have purchased in the Rights Offering. If your shares of Common Stock are held in the name of a nominee, your new shares of Common Stock will be issued to the same account. You may request a statement of ownership from the nominee following the completion of the Rights Offering.
4. Sale or Transfer of Rights.
The Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your Rights to anyone.
5. Commissions, Fees, and Expenses
If you wish to exercise your Rights, the only cost to you will be the payment of the Subscription Price for purchase of the Rights Offering shares. We will pay all fees charged by the Subscription Agent and information agent. The Company is not charging any fees or commissions in connection with the issuance of the Rights to you or the exercise of your Rights. If you hold your shares of common stock through a nominee, you may be required to pay
your nominee certain service or administration fees in connection with the exercise of your Rights. Please check with your nominee in such regard. The Company is not responsible for covering or reimbursing any such fees.
6. Execution.
(a) Execution by Registered Holder. The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing on behalf of the registered holder and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority.
(c) Signature Guarantees. Your signature must be guaranteed by an Eligible Institution if you specify special delivery instructions.
7. Method of Delivery.
The method of delivery of Rights Certificates and payment of the subscription payments to the Subscription Agent will be at the election and risk of the participating Rights holder, but, if sent by mail, it is recommended that such certificates and payments be sent by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date. If you are a beneficial owner, you must act promptly to ensure that your nominee acts for you and that all required certificates and payments are actually received by the Subscription Agent prior to the Expiration Date of the Rights Offering. The Company is not responsible if your nominee fails to ensure that all required certificates and payments are actually received by the Subscription Agent prior to the Expiration Date of the Rights Offering.
8. No Revocation.
All exercises of Rights are irrevocable.
9. Special Provisions Relating to the Delivery of Rights Through DTC.
In the case of Rights that are held of record through the Depository Trust Company (“DTC”), exercises of Rights may be effected by instructing DTC to transfer the Rights from the DTC account of such holder to the DTC account of the Subscription Agent, and by delivering to the Subscription Agent, by no later than 5:00 p.m., New York City time, on the Expiration Date, the required certification as to the number of shares of Common Stock to be subscribed for under the Basic Subscription Rights and the Over-Subscription Privilege, if applicable, by each beneficial owner of Rights on whose behalf such nominee is acting, together with payment in full of the aggregate Subscription Price for amount invested under the Basic Subscription Right and the Over-Subscription Privilege on behalf of all such beneficial owners.
10. Determinations Regarding the Exercise of Your Rights.
The Company will resolve, in its sole discretion, all questions regarding the validity and form of the exercise of your Rights, including time of receipt and eligibility to participate in the Rights Offering. Such determinations will be final and binding. Once made, subscriptions are irrevocable, and the Company will not accept any alternative, conditional or contingent subscriptions or directions. The Company reserves the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before 5:00 p.m., New York City time, on the Expiration Date,
unless the Company waives them in its sole discretion. Neither the Company nor the Subscription Agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to the Company’s right to withdraw or terminate the Rights Offering, only when the Subscription Agent receives a properly completed and duly executed Rights Certificate and any other required documents and payment in full of the aggregate Subscription Price for all of the shares of Common Stock for which you have subscribed. The Company’s interpretations of the terms and conditions of the Rights Offering will be final and binding.
FOR QUESTIONS REGARDING THE RIGHTS OFFERING, ASSISTANCE REGARDING THE METHOD OF EXERCISING RIGHTS OR FOR ADDITIONAL COPIES OF RELEVANT DOCUMENTS, PLEASE CONTACT GEORGESON LLC TOLL-FREE: (888) 666-2580.