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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
FORM OF LETTER TO RECORDHOLDERS
WILLIAMS INDUSTRIAL SERVICES GROUP INC.
Non-Transferable Subscription Rights to Purchase Shares of Common Stock
Offered Pursuant to Subscription Rights Distributed
to Stockholders of Williams Industrial Services Group Inc.
, 2020
Dear Stockholder:
This letter is being distributed by Williams Industrial Services Group Inc. (the “Company”) to all holders of record of shares of its common stock, par value $0.01 per share (“Common Stock”), at [ ]:[ ] [a./p.]m., New York City time, on [ ] [ ], 2020 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) by the Company of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock of the Company. The Rights and underlying shares of Common Stock are described in the Prospectus, dated [ ] [ ], 2020 (the “Prospectus”), a copy of which accompanies this letter.
The Company is offering an aggregate of up to [ ] shares of Common Stock in the Rights Offering, as described in the Prospectus, at a subscription price of $[ ] per whole share (the “Subscription Price”).
The Rights will expire and cease to have any value if not exercised prior to 5:00 p.m., New York City time, on [ ] [ ], 2020 (the “Expiration Date”), unless the Rights Offering is extended.
As described in the accompanying Prospectus, you will receive one Right for each share of Common Stock owned on the Record Date, evidenced by a non-transferable subscription rights certificate (a “Rights Certificate”) registered in your name. Each Right will allow you to subscribe for [ ] of a share of Common Stock at the Subscription Price (each, a “Basic Subscription Right”). For example, if you owned 1,000 shares of Common Stock on the Record Date, you would receive 1,000 Rights and would have the right to purchase [ ] shares of Common Stock at the Subscription Price (for a total payment of $[ ]).
If you exercise your Basic Subscription Rights in full, you may also subscribe for additional shares of Common Stock that remain unsubscribed at the Expiration Date as a result of unexercised Basic Subscription Rights at the same Subscription Price (up to a cap of 300% of the shares of Common Stock held on the Record Date) (the “Over-Subscription Privilege”). There is no minimum number of shares of Common Stock any stockholder must purchase. Any excess subscription payment received by Computershare Trust Company, N.A. (the “Subscription Agent”) will be returned as soon as practicable.
The Company will not issue fractional shares. 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.
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 you wish to exercise your Over-Subscription Privilege, you should indicate the number of additional shares of Common Stock you would like to
subscribe for in the space provided on the Rights Certificate. When you send the Rights Certificate to us, you must also send the full purchase price for the number of additional shares of Common Stock that you have requested (in addition to the payment due for shares purchased through your Basic Subscription Rights). 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.
Enclosed are copies of the following documents:
1. Prospectus;
2. Rights Certificate;
3. Instructions as to Use of Williams Industrial Services Group Inc. Rights Certificates; and
4. A return envelope addressed to the Subscription Agent.
Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Rights Certificate and forward it to the Subscription Agent, with (i) payment in full of the Subscription Price for each share of Common Stock subscribed for pursuant to your Basic Subscription Rights to the Subscription Agent, as indicated in the Prospectus, and (ii) payment in full of the Subscription Price for each additional share of Common Stock which you desire to acquire pursuant to the Over-Subscription Privilege. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any uncertified checks, prior to 5:00 p.m., New York City time, on the Expiration Date.
All exercises of Rights are irrevocable.
If you receive this letter as a recordholder but your shares are held by your broker, dealer, bank or other nominee, then please contact and then forward this information to such person along with your directions regarding exercise of the Rights Certificate and with your applicable funds required to exercise your Rights.
Additional copies of the enclosed materials may be obtained from Georgeson LLC, the information agent in connection with the Rights Offering. You may contact them directly with any questions or comments toll-free at (888) 666-2580.
Very truly yours,
Williams Industrial Services Group Inc.