Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 43K Employee Benefit Plan
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 74K
3: EX-4.5 Instrument Defining the Rights of Security Holders HTML 20K
4: EX-4.6 Instrument Defining the Rights of Security Holders HTML 20K
5: EX-4.7 Instrument Defining the Rights of Security Holders HTML 23K
6: EX-4.8 Instrument Defining the Rights of Security Holders HTML 32K
7: EX-5.1 Opinion of Counsel re: Legality HTML 11K
8: EX-23.1 Consent of Expert or Counsel HTML 7K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer
☐
Accelerated
filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amounts to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount
of registration fee(3)
Common Stock, $0.01 par value per share
4,950,000 shares
$
6.13
$
30,343,500
$
3,310.48
(1) Shares of common stock, par value $0.01 per share (“Common Stock”), of Oil States International, Inc. (the “Registrant”) may be issued under the Amended and Restated Equity Participation Plan of Oil States International, Inc. (as amended from time to time, the “Plan”) up to the maximum number reserved thereunder. This Form
S-8 Registration Statement (the “Registration Statement”) registers an additional 4,950,000 shares of Common Stock that may be delivered with respect to new awards under the Plan. Additionally, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution and adjustment provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based on a price of $6.13 per share, which is the average of the high and low trading prices for a share of Common Stock as reported on the New York Stock Exchange on May 26, 2021.
(3) Pursuant to General Instruction E
to Form S-8, a registration fee is only being paid with respect to the registration of an additional 4,950,000 aggregate shares of Common Stock under the Plan.
EXPLANATORY NOTE
The Registrant is filing this Registration Statement pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 4,950,000 shares of Common Stock that may be issued under the Plan. The
Registrant’s stockholders approved an additional 4,950,000 shares of Common Stock for issuance pursuant to the Plan at the Registrant’s 2021 annual meeting of stockholders. The contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2001 (File No. 333-57960), July 24, 2002 (File No. 333-97041), May 19, 2006 (File No. 333-134312),
August 1, 2008 (File No. 333-152694), August 13, 2013 (File No. 333-190584) and May 16, 2018 (File No. 333-224988), and the post-effective amendment no. 1 to Form S-8, which was filed with the Commission on May 17, 2018 (File No. 333-190584), are incorporated by reference into this Registration Statement, as permitted by General Instruction E of Form
S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to the Plan’s participants as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents, previously filed by the Registrant with the Commission, are incorporated
by reference herein and shall be deemed to be a part hereof, except to the extent that information therein is deemed furnished and not filed pursuant to securities laws and regulations:
•The description of the Common Stock included in the Registrant’s Form 8-A filed with the Commission on February 6, 2001, including any subsequently filed amendments and reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Pursuant
to the requirements of the Securities Act, 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 City of Houston, State of Texas, on May 27, 2021.
