As filed with the Securities and Exchange Commission on November 13, 2015

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		51-0424817
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Ridgmar Centre

6500 W. Freeway, Suite 800

Fort Worth, Texas 76116

(Address, including zip code, of principal executive offices)

APPROACH RESOURCES INC.

2007 STOCK INCENTIVE PLAN

(Full title of the Plan)

J. Curtis Henderson

Chief Administrative Officer and Corporate Secretary

One Ridgmar Centre

6500 W. Freeway, Suite 800

Fort Worth, Texas 76116

(817) 989-9000

(Name, address and telephone number of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be Registered (1)		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee (3)
Common Stock, par value $0.01 per share		2,050,000 shares		$2.56		$5,248,000		$528.47

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock (defined below) as may become issuable pursuant to the adjustment and anti-dilution provisions of the Approach Resources Inc. 2007 Stock Incentive Plan (as amended, the “Plan”), to prevent dilution resulting from stock splits, stock dividends or any other similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for the 2,050,000 shares of Common Stock being registered hereby are based upon the average of the high and low trading prices of the Common Stock as reported on the NASDAQ Global Select Market on November 9, 2015.

(3)	Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of an additional 2,050,000 shares of Common Stock under the Plan.

 

 

 

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EXPLANATORY NOTE

Approach Resources Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of 1,525,000 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the Plan as a result of the adoption of the Third Amendment to the Plan, which among other things, increased the number of shares of Common Stock available for grant under the Plan by 1,525,000 shares, such that an aggregate maximum of 3,625,000 shares would be available for the grant of awards under the Plan after May 31, 2012. This Registration Statement also registers an additional 525,000 shares of Common Stock that may be available for issuance under the share recycling provisions of the Plan. The stockholders of the Registrant approved the Third Amendment to the Plan at the annual meeting of stockholders held on June 2, 2015.

Except as otherwise set forth below, the contents of the following Registration Statements on Form S-8 relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on the dates indicated, including any and all post-effective amendments thereto, are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8: (i) Form S-8 filed on January 30, 2008 (Commission File No. 333-148951) and (ii) Form S-8 filed on August 3, 2012 (Commission File No. 333-183069).

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

 

Exhibit		Description
4.1		Restated Certificate of Incorporation of Approach Resources Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 13, 2007).
4.2		Second Amended and Restated Bylaws of Approach Resources Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 8, 2013).
4.3		First Supplemental Indenture, dated as of June 11, 2013, among Approach Resources Inc., as issuer, the subsidiary guarantors named therein, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 11, 2013).
4.4		Senior Indenture, dated as of June 11, 2013, among Approach Resources Inc., as issuer, the subsidiary guarantors named therein, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2013).
4.5		Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 28, 2007 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on July 12, 2007).
4.6		First Amendment to Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 28, 2007 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 31, 2008).
4.7		Second Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan, effective as of May 31, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2012).
4.8		Third Amendment to Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 2, 2015 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2015).
5.1		Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
23.1		Consent of Hein & Associates LLP.
23.2		Consent of DeGolyer and MacNaughton.
23.3		Consent of Vinson & Elkins (contained in Exhibit 5.1 hereto).
24.1		Power of Attorney (included on the signature page of this Registration Statement).

 

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SIGNATURES

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 Fort Worth, State of Texas on November 13, 2015.

 

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 13, 2015. Each person whose signature appears below constitutes and appoints J. Ross Craft and J. Curtis Henderson, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.

 

Signature		Title
/s/ J. Ross Craft J. Ross Craft		Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
/s/ Sergei Krylov Sergei Krylov		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Uma L. Datla Uma L. Datla		Chief Accounting Officer (Principal Accounting Officer)
/s/ Alan D. Bell Alan D. Bell		Director
/s/ James H. Brandi James H. Brandi		Director
/s/ James C. Crain James C. Crain		Director
/s/ Vean J. Gregg III Vean J. Gregg III		Director
/s/ Bryan H. Lawrence Bryan H. Lawrence		Director

 

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/s/ Sheldon B. Lubar Sheldon B. Lubar		Director
/s/ Christopher J. Whyte Christopher J. Whyte		Director

 

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EXHIBIT INDEX

 

Exhibit		Description
4.1		Restated Certificate of Incorporation of Approach Resources Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 13, 2007).
4.2		Second Amended and Restated Bylaws of Approach Resources Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 8, 2013).
4.3		First Supplemental Indenture, dated as of June 11, 2013, among Approach Resources Inc., as issuer, the subsidiary guarantors named therein, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 11, 2013).
4.4		Senior Indenture, dated as of June 11, 2013, among Approach Resources Inc., as issuer, the subsidiary guarantors named therein, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2013).
4.5		Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 28, 2007 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on July 12, 2007).
4.6		First Amendment to Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 28, 2007 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 31, 2008).
4.7		Second Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan, effective as of May 31, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2012).
4.8		Third Amendment to Approach Resources Inc. 2007 Stock Incentive Plan, effective as of June 2, 2015 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2015).
5.1*		Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
23.1*		Consent of Hein & Associates LLP.
23.2*		Consent of DeGolyer and MacNaughton.
23.3*		Consent of Vinson & Elkins (contained in Exhibit 5.1 hereto).
24.1*		Power of Attorney (included on the signature page of this Registration Statement).
*		Filed herewith.