Current Report Filing (8-k)
04 5월 2017 - 5:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report: April 27, 2017
(Date of earliest event reported)
NCS
Multistage Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction
of incorporation)
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001-38071
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46-1527455
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(Commission
File Number)
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(IRS Employer
Identification No.)
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19450 State Highway 249
Suite 200
Houston,
TX
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77070
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(Address of principal executive offices)
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(Zip Code)
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(281)
453-2222
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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☒
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Emerging growth company
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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 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement
Registration Rights Agreement
On
May 3, 2017, in connection with the closing of the initial public offering (the IPO) by NCS Multistage Holdings, Inc. (the Company) of its common stock, the Company entered into a registration rights agreement by and
among the Company,
Advent-NCS
Acquisition Limited Partnership (Advent) and the other persons listed in the signature pages thereto (the Registration Rights Agreement), substantially in
the form previously filed as Exhibit 4.1 to the Companys Registration Statement on Form
S-1
(File
No. 333-216580),
as amended (the Registration
Statement). The Registration Rights Agreement provides that at any time following 180 days after the public offering date set forth on the final prospectus relating to the IPO, Advent and its permitted transferees are entitled to request an
unlimited number of Demand Registrations (as defined in the Registration Rights Agreement). Once the Company is eligible to effect a registration on
Form S-3,
any Demand Registration by Advent and its
permitted transferees may be for a shelf registration statement and the Company will be required to use reasonable best efforts to maintain the effectiveness of any such shelf registration statement. Additionally, the Registration Rights Agreement
provides that the holders of the Companys common stock party thereto shall have certain piggyback rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify
the holders of the registration rights provided thereunder against certain liabilities which may arise under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Item 3.03 Material
Modification to Rights of Security Holders
The information set forth under Item 1.01 and Item 5.03 of this Current Report on Form
8-K
is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On April 27, 2017, the Second Amended and Restated Certificate of Incorporation (the Charter) and the Amended and Restated
Bylaws (the Bylaws) of the Company became effective. The terms of the Charter and the Bylaws are substantially the same as the terms set forth in the forms filed as exhibits to the Registration Statement and as described therein.
The Charter and the Bylaws are filed herewith as Exhibit 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events
On
May 3, 2017, the Company closed its IPO of 9,500,000 shares of its common stock at an initial public offering price of $17.00 per share. The underwriters exercised their over-allotment option to purchase an additional 1,425,000 shares of the
Companys common stock from certain selling stockholders and the closing of the over-allotment option occurred on May 3, 2017 concurrently with the closing of the sale of the Companys common stock in the IPO.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
. The following exhibits are filed with this report:
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Exhibit
No.
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Description
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3.1
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Second Amended and Restated Certificate of Incorporation.
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3.2
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Amended and Restated Bylaws.
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4.1
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Registration Rights Agreement, dated as of May 3, 2017, by and among NCS Multistage Holdings, Inc.,
Advent-NCS
Acquisition Limited Partnership and certain other parties listed
therein.
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3
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.
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NCS MULTISTAGE HOLDINGS, INC.
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By:
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/s/ Kevin Trautner
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Name:
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Kevin Trautner
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: May 3, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Second Amended and Restated Certificate of Incorporation.
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3.2
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Amended and Restated Bylaws.
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4.1
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Registration Rights Agreement, dated as of May 3, 2017, by and among NCS Multistage Holdings, Inc.,
Advent-NCS
Acquisition Limited Partnership and certain other parties listed
therein.
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NCS Multistage (NASDAQ:NCSM)
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NCS Multistage (NASDAQ:NCSM)
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