sv3
As filed with the Securities and Exchange Commission on
April 5, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Basic Energy Services,
Inc.
(Exact name of registrant as
specified in its charter)
|
|
|
Delaware
|
|
54-2091194
|
(State or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S. employer
identification number)
|
|
|
|
400 W. Illinois,
Suite 800
Midland, Texas 79701
(432) 620-5500
(Address, including
zip code, and
telephone number, including area code,
of registrants principal executive offices)
|
|
Kenneth V. Huseman President
400 W. Illinois, Suite 800
Midland, Texas 79701
(432) 620-5500
(Name, address,
including zip code,
and telephone number,
including area code, of agent for service)
|
With a
copy to:
David
C. Buck
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Approximate date of commencement of proposed sale to the
public: At such time or times after the effective
date of this Registration Statement as the selling stockholders
shall determine.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum
|
|
|
Proposed Maximum
|
|
|
Amount of
|
Title of Each Class of
|
|
|
Amount to be
|
|
|
Offering
|
|
|
Aggregate
|
|
|
Registration
|
Securities to be Registered
|
|
|
Registered(1)
|
|
|
Price per Share(2)
|
|
|
Offering Price(2)
|
|
|
Fee
|
Common Stock
|
|
|
1,794,759
|
|
|
$23.47
|
|
|
$42,122,994
|
|
|
$1,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All of the shares of common stock offered hereby are for the
accounts of the selling stockholders. |
|
(2) |
|
Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of
1933. The calculation of the registration fee is based on the
average of the high and low price for the Common Stock on
March 30, 2007 as reported by the New York Stock Exchange. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. The selling stockholder may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer
to buy these securities in any jurisdiction where the offer or
sale is not permitted.
|
SUBJECT TO COMPLETION, DATED
APRIL 5, 2007
PROSPECTUS
1,794,759 Shares
Basic Energy Services,
Inc.
Common Stock
This prospectus relates to the resale of 1,794,759 shares
of the common stock of Basic Energy Services, Inc. that may be
offered and sold from time to time by the selling stockholders
named in this prospectus.
The selling stockholders may offer and sell the shares from time
to time at market prices, in negotiated transactions or
otherwise. The timing and amount of any sale are within the sole
discretion of the selling stockholders. The selling stockholders
may sell the shares directly or through underwriters, brokers or
dealers. The selling stockholders will pay commissions or
discounts to underwriters, brokers or dealers in amounts to be
negotiated prior to the sale. We will not receive any of the
proceeds from the sale of the shares by the selling
stockholders. See Plan of Distribution on
page 7 for more information on this topic.
Our common stock is listed on the New York Stock Exchange under
the symbol BAS. On April 4, 2007, the closing
sale price of our common stock on the New York Stock Exchange
was $23.66 per share.
Investing in our common stock involves risks, including those
contained or incorporated by reference herein as described under
Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or has determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2007
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC,
utilizing a shelf registration process. Under this
shelf registration process, the selling stockholders may sell
the securities described in this prospectus in one or more
offerings. This prospectus does not contain all of the
information included in the registration statement. The
registration statement filed with the SEC includes exhibits that
provide more details about the matters discussed in this
prospectus. You should carefully read this prospectus, the
related exhibits filed with the SEC, together with the
additional information described below under the headings
Where You Can Find More Information and
Incorporation by Reference.
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not, and
the selling stockholders have not, authorized any other person
to provide you with different information. If anyone provides
you with different or inconsistent information, you should not
rely on it. The selling stockholders are not making to sell or
seeking offers to buy any of the securities covered by this
prospectus in any state where the offer is not permitted. You
should assume that the information appearing in this prospectus
and any other document incorporated by reference is accurate
only as of the date on the front cover of those documents. Our
business, financial condition, results of operations and
prospects may have changed since those dates.
Under no circumstances should the delivery to you of this
prospectus or any offer or sale made pursuant to this prospectus
create any implication that the information contained in this
prospectus is correct as of any time after the date of this
prospectus.
Unless otherwise indicated or unless the context otherwise
requires, all references in this prospectus to
Basic, we, us, and
our mean Basic Energy Services, Inc. and its wholly
owned subsidiaries.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the
Securities Act of 1933, as amended, which we refer to as the
Securities Act, that registers the resale by the selling
stockholders of the securities offered by this prospectus. The
registration statement, including the attached exhibits,
contains additional relevant information about us. The rules and
regulations of the SEC allow us to omit some information
included in the registration statement from this prospectus.
We file annual, quarterly, and other reports, proxy statements
and other information with the SEC under the Securities Exchange
Act of 1934, as amended, which we refer to as the Exchange Act.
You may read and copy any materials we file with the SEC at the
SECs public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public through the SECs
website at http://www.sec.gov. General information about
us, including our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K,
as well as any amendments and exhibits to those reports, are
available free of charge through our website at
http://www.basicenergyservices.com as soon as reasonably
practicable after we file them with, or furnish them to, the
SEC. Information on our website is not incorporated into this
prospectus or our other securities filings and is not a part of
this prospectus.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this document. This means that we can disclose
important information to you by referring you to another
document filed separately with the SEC. The information
incorporated by reference is considered to be part of this
prospectus. We incorporate by reference the documents listed
below, other than any portions of the respective filings that
were furnished (pursuant to Item 2.02 or Item 7.01 of
current reports on
Form 8-K
or other applicable SEC rules) rather than filed:
|
|
|
|
|
our annual report on
Form 10-K
for the year ended December 31, 2006, as filed with the SEC
on March 16, 2007, which we refer to as our 2006
Form 10-K;
|
|
|
|
our current reports on
Form 8-K,
as filed with the SEC on January 4, 2007, January 12,
2007, January 19, 2007, January 29, 2007,
February 12, 2007 and March 8, 2007; and
|
ii
|
|
|
|
|
the description of our common stock in our Registration
Statement on
Form 8-A
(File
No. 001-32693)
under Section 12(b) of the Exchange Act.
|
All documents that we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and until any offerings hereunder are completed, or
after the date of the registration statement of which this
prospectus forms a part and prior to effectiveness of the
registration statement, will be deemed to be incorporated by
reference into this prospectus and will be a part of this
prospectus from the date of the filing of the document. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to
be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any
other subsequently filed document that also is or is deemed to
be incorporated by reference in this prospectus modifies or
supersedes that statement. Any statement that is modified or
superseded will not constitute a part of this prospectus, except
as modified or superseded.
We will provide to each person, including any beneficial owner
to whom a prospectus is delivered, a copy of these filings,
other than an exhibit to these filings unless we have
specifically incorporated that exhibit by reference into the
filing, upon written or oral request and at no cost. Requests
should be made by writing or telephoning us at the following
address:
Basic Energy Services, Inc.
400 W. Illinois, Suite 800
Midland, Texas 79701
(432) 620-5500
Attn: Investor Relations
CAUTIONARY
STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act regarding our
business, financial condition, results of operations and
prospects. Words such as expects, anticipates, intends, plans,
believes, seeks, estimates and similar expressions or variations
of such words are intended to identify forward-looking
statements. However, these are not the exclusive means of
identifying forward-looking statements. Although forward-looking
statements contained in this prospectus reflect our good faith
judgment, such statements can only be based on facts and factors
currently known to us. Consequently, forward-looking statements
are inherently subject to risks and uncertainties, and actual
outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Further information
about the risks and uncertainties that may impact us are
described or incorporated by reference in Risk
Factors beginning on page 2. You should read that
section carefully. You should not place undue reliance on
forward-looking statements, which speak only as of the date of
this prospectus. We undertake no obligation to update publicly
any forward-looking statements in order to reflect any event or
circumstance occurring after the date of this prospectus or
currently unknown facts or conditions or the occurrence of
unanticipated events.
iii
PROSPECTUS
SUMMARY
This summary highlights selected information contained in
documents incorporated by reference in this prospectus. This
summary does not contain all of the information that you should
consider before investing in our common stock. You should read
carefully the entire prospectus, including Risk
Factors and the other information contained or
incorporated by reference in this prospectus before making an
investment decision.
Our
Business
We provide a wide range of well site services to oil and gas
drilling and producing companies, including well servicing,
fluid services, drilling and completion services and well site
construction services. These services are fundamental to
establishing and maintaining the flow of oil and gas throughout
the productive life of a well. Our broad range of services
enables us to meet multiple needs of our customers at the well
site. Our operations are managed regionally and are concentrated
in the major United States onshore oil and gas producing regions
in Texas, New Mexico, Oklahoma, Arkansas and Louisiana and the
Rocky Mountain states. We provide our services to a diverse
group of over 1,000 oil and gas companies. We operate the
third-largest fleet of well servicing rigs (also commonly
referred to as workover rigs) in the United States, representing
over 11% of the overall available U.S. fleet, with our two
larger competitors controlling approximately 25% and 14%,
respectively, according to the Association of Energy Services
Companies and other publicly available data.
We currently conduct our operations through the following four
business segments:
|
|
|
|
|
Well Servicing. Our well servicing segment
(45% of our revenues in 2006) currently operates our fleet
of over 360 well servicing rigs and related equipment. This
business segment encompasses a full range of services performed
with a mobile well servicing rig, including the installation and
removal of downhole equipment and elimination of obstructions in
the well bore to facilitate the flow of oil and gas. These
services are performed to establish, maintain and improve
production throughout the productive life of an oil and gas well
and to plug and abandon a well at the end of its productive
life. Our well servicing equipment and capabilities are
essential to facilitate most other services performed on a well.
|
|
|
|
Fluid Services. Our fluid services segment
(27% of our revenues in 2006) currently utilizes our fleet
of fluid services trucks and related assets, including
specialized tank trucks, storage tanks, water wells, disposal
facilities and related equipment. These assets provide,
transport, store and dispose of a variety of fluids. These
services are required in most workover, drilling and completion
projects and are routinely used in daily producing well
operations.
|
|
|
|
Drilling and Completion Services. Our drilling
and completion services segment (21% of our revenues in
2006) currently operates our fleet of pressure pumping
units, air compressor packages specially configured for
underbalanced drilling operations, cased-hole wireline units and
an array of specialized rental equipment and fishing tools. We
entered the rental and fishing tool business through an
acquisition in the first quarter of 2006. The largest portion of
this business consists of pressure pumping services focused on
cementing, acidizing and fracturing services in niche markets.
|
|
|
|
Well Site Construction Services. Our well site
construction services segment (7% of our revenues in
2006) currently utilizes our fleet of earth moving
equipment, which includes dozers, trenchers, motor graders,
backhoes and other heavy equipment. We utilize these assets
primarily to provide services for the construction and
maintenance of oil and gas production infrastructure, such as
preparing and maintaining access roads and well locations,
installation of small diameter gathering lines and pipelines and
construction of temporary foundations to support drilling rigs.
|
Our principal executive offices are located at 400 W. Illinois,
Suite 800, Midland, Texas 79701, and our telephone number
at that address is
(432) 620-5500.
Our website address is
http://www.basicenergyservices.com. However, information
contained on our website is not incorporated by reference into
this prospectus, and you should not consider the information
contained on our website to be part of this prospectus.
1
RISK
FACTORS
An investment in our common stock is subject to numerous
risks, including those listed below and the other risks listed
under the caption Risk Factors incorporated by
reference to Item 1A of our
Form 10-K
for the year ended December 31, 2006 and any future filings
on
Form 10-K
or
Form 10-Q.
You should carefully consider these risks, along with the
information provided elsewhere in this prospectus and the
documents we incorporate by reference in this prospectus before
investing in the common stock. You could lose all or part of
your investment in the common stock.
Risks
Associated With an Investment in Our Common Stock
Substantial
sales of our common stock could adversely affect our stock
price.
Sales of a substantial number of shares of common stock after
the date of this prospectus, or the perception that such sales
could occur, could adversely affect the market price of our
common stock by introducing a large number of sellers to the
market. Such sales could cause the market price of our common
stock to decline.
On March 6, 2007, in connection with the closing of our
merger with JetStar Consolidated Holdings, Inc., or JetStar, we
entered into a registration rights agreement with the former
stockholders of JetStar, who collectively hold
1,794,759 shares of our common stock. Pursuant to the
registration rights agreement, we have filed and are obligated
to maintain a shelf registration statement relating
to the resale of the shares of our common stock issued to the
former JetStar stockholders in connection with the merger. We
also expect to enter into other registration rights agreements
in the future in connection with acquisitions, including one
pending acquisition. By causing a large number of shares to be
sold in the public market, these holders could cause the market
price of our common stock to decline.
We cannot predict whether future sales of our common stock, or
the availability of our common stock for sale, will adversely
affect the market price for our common stock or our ability to
raise capital by offering equity securities.
Because
we have no plans to pay dividends on our common stock, investors
must look solely to stock appreciation for a return on their
investment in us.
We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. We currently intend to retain
all future earnings to fund the development and growth of our
business. Any payment of future dividends will be at the
discretion of our board of directors and will depend on, among
other things, our earnings, financial condition, capital
requirements, level of indebtedness, statutory and contractual
restrictions applying to the payment of dividends and other
considerations that the board of directors deems relevant. The
terms of our existing senior credit facility and our senior
notes indenture may limit or prohibit the payment of dividends
without the prior written consent of the lenders. Investors must
rely on sales of their common stock after price appreciation,
which may never occur, as the only way to realize a return on
their investment. Investors seeking cash dividends should not
purchase our common stock.
2
USE OF
PROCEEDS
The shares of common stock to be offered and sold pursuant to
this prospectus will be offered and sold by the selling
stockholders. We will not receive any proceeds from the sale of
the shares by the selling stockholders.
SELLING
STOCKHOLDERS
The following table sets forth information regarding the selling
stockholders and the number of shares of common stock each
selling stockholder is offering. The information included in the
table as to the selling stockholders has been furnished to us by
or on behalf of the selling stockholders for inclusion in this
prospectus. Under the rules of the SEC, beneficial ownership
includes shares over which the indicated beneficial owner
exercises voting or investment power. Unless otherwise indicated
in the footnotes below, we believe the person named in the table
below has sole voting and investment power with respect to all
shares beneficially owned. The information regarding shares
beneficially owned after the offering assumes the sale of all
shares offered by the selling stockholders. The percentage
ownership data is based on 40,416,426 shares of our common
stock issued and outstanding as of March 26, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially Owned
|
|
|
|
|
|
Shares Beneficially Owned
|
|
|
|
Before the Offering
|
|
|
Shares That May be
|
|
|
After the Offering
|
|
Name
|
|
Number
|
|
|
Percent
|
|
|
Offered Hereby
|
|
|
Number
|
|
|
Percent
|
|
|
JetStar Investment LLC(1)
|
|
|
768,637
|
|
|
|
1.9
|
%
|
|
|
768,637
|
|
|
|
|
|
|
|
|
|
Elmow Holdings, Inc. (formerly
named Rio Pumping Services, Inc.)(2)
|
|
|
251,325
|
|
|
|
|
*
|
|
|
251,325
|
|
|
|
|
|
|
|
|
|
Pershing, LLC, as Custodian for
Thornton E. Anderson IRA(3)
|
|
|
118,448
|
|
|
|
|
*
|
|
|
118,448
|
|
|
|
|
|
|
|
|
|
David L. Murfin(4)
|
|
|
110,357
|
|
|
|
|
*
|
|
|
110,357
|
|
|
|
|
|
|
|
|
|
Jayhawk Petro-Ventures, LLC(5)
|
|
|
105,713
|
|
|
|
|
*
|
|
|
105,713
|
|
|
|
|
|
|
|
|
|
David Autry(6)
|
|
|
105,713
|
|
|
|
|
*
|
|
|
105,713
|
|
|
|
|
|
|
|
|
|
Whitsunday Enterprises, LLC(7)
|
|
|
68,177
|
|
|
|
|
*
|
|
|
68,177
|
|
|
|
|
|
|
|
|
|
Iuka Carmi Development, LLC(8)
|
|
|
45,386
|
|
|
|
|
*
|
|
|
45,386
|
|
|
|
|
|
|
|
|
|
Jim Collet(9)
|
|
|
43,350
|
|
|
|
|
*
|
|
|
43,350
|
|
|
|
|
|
|
|
|
|
Kathleen S. Anderson(10)
|
|
|
34,088
|
|
|
|
|
*
|
|
|
34,088
|
|
|
|
|
|
|
|
|
|
Anderson Resources, Inc.(11)
|
|
|
34,088
|
|
|
|
|
*
|
|
|
34,088
|
|
|
|
|
|
|
|
|
|
Sunflower Bank, NA, as Custodian
for William L. Anderson IRA(12)
|
|
|
34,088
|
|
|
|
|
*
|
|
|
34,088
|
|
|
|
|
|
|
|
|
|
Xploration Services, Inc.(13)
|
|
|
16,230
|
|
|
|
|
*
|
|
|
16,230
|
|
|
|
|
|
|
|
|
|
Stephens Oil & Cattle,
LLC(14)
|
|
|
16,230
|
|
|
|
|
*
|
|
|
16,230
|
|
|
|
|
|
|
|
|
|
Anderco, LLC(15)
|
|
|
9,718
|
|
|
|
|
*
|
|
|
9,718
|
|
|
|
|
|
|
|
|
|
Jeff Miller(16)
|
|
|
8,576
|
|
|
|
|
*
|
|
|
8,576
|
|
|
|
|
|
|
|
|
|
Durango Enterprises, LLC(17)
|
|
|
6,511
|
|
|
|
|
*
|
|
|
6,511
|
|
|
|
|
|
|
|
|
|
Tim Schniederjan(18)
|
|
|
6,126
|
|
|
|
|
*
|
|
|
6,126
|
|
|
|
|
|
|
|
|
|
Jerry Mower(19)
|
|
|
5,999
|
|
|
|
|
*
|
|
|
5,999
|
|
|
|
|
|
|
|
|
|
Brad Elenburg(20)
|
|
|
5,999
|
|
|
|
|
*
|
|
|
5,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,794,759
|
|
|
|
4.4
|
%
|
|
|
1,794,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents beneficial ownership of less than one percent of the
outstanding shares of our common stock. |
|
|
|
(1) |
|
The address of JetStar Investment LLC is 2100 McKinney,
Suite 1200, Dallas, Texas 75201. SKM Equity Fund III,
LP is the managing member of JetStar Investment LLC. SKM
Partners, LLC is the general partner of SKM Equity
Fund III, L.P. and Allan W. Karp and John F.
Megrue, Jr. are managers of SKM Partners, LLC. |
3
|
|
|
(2) |
|
The address of Elmow Holdings, Inc. (formerly named Rio Pumping
Services, Inc.) is 271 Lone Tree Road, Jacksboro, Texas 76458.
Jerry Mower and Brad Elenburg are the controlling stockholders
of Elmow Holdings, Inc. |
|
(3) |
|
The address of Pershing, LLC, as Custodian for Thornton E.
Anderson IRA, is One Pershing Plaza, Jersey City, New Jersey
07399. Thornton E. Anderson exercises sole voting and investment
power over these shares. |
|
(4) |
|
The address of David L. Murfin is 250 N. Water,
Suite 300, Wichita, Kansas 67202. |
|
(5) |
|
The address of Jayhawk Petro-Ventures, LLC is
100 S. Main Street, Suite 607, Wichita, Kansas
67202. Daniel J. Klaus and Rosie M. Klaus are the sole members
of Jayhawk Petro-Ventures, LLC. |
|
(6) |
|
The address of David Autry is 1301 Holly, Pratt, Kansas 67124. |
|
(7) |
|
The address of Whitsunday Enterprises, LLC is
9320 E. Central, Wichita, Kansas 67206. John D.
Stephens and Clinton J. Lett, III are the managers of
Whitsunday Enterprises, LLC. |
|
(8) |
|
The address of Iuka Carmi Development, LLC is 920 East First
Street, Pratt, Kansas 67124. Pratt Well Service, Inc. is the
controlling member of, and Kenneth C. Gates is a member-manager
of, Iuka Carmi Development, LLC. The Kenneth C. Gates Trust is
the controlling stockholder of Pratt Well Service, Inc. and
Kenneth C. Gates controls the Kenneth C. Gates Trust. |
|
(9) |
|
The address of Jim Collet is 750 N. St. Paul,
Suite 530, Dallas, Texas 75201. |
|
|
|
(10) |
|
The address of Kathleen S. Anderson is 8805 Bradford Circle,
Wichita, Kansas 67206. |
|
(11) |
|
The address of Anderson Resources, Inc. is
221 S. Broadway, Suite 302, Wichita, Kansas
67202. Thornton E. Anderson and William L. Anderson exercise
voting and investment power over these shares. |
|
(12) |
|
The address of Sunflower Bank, NA, as Custodian for William L.
Anderson IRA, is 2090 S. Ohio, Salina, Kansas 67401.
William L. Anderson exercises sole voting and investment power
over these shares. |
|
(13) |
|
The address of Xploration Services, Inc. is 422 Morningside,
Wichita, Kansas 67218. Dean Pattisson exercises sole voting and
investment power over these shares. |
|
(14) |
|
The address of Stephens Oil & Cattle, LLC is 608
Glendevon Road, Andover, Kansas 67002. John D. Stephens and Lori
A. Stephens are the controlling members of Stephens
Oil & Cattle, LLC. |
|
(15) |
|
The address of Anderco, LLC is 3914 Sweet Bay, Wichita, Kansas
67226. Steven C. Anderson exercises sole voting and investment
power over these shares. |
|
(16) |
|
The address of Jeff Miller is 301 Commerce Street,
Suite 3600, Fort Worth, Texas 76102. |
|
(17) |
|
The address of Durango Enterprises, LLC is
100 S. Main, Suite 607, Wichita, Kansas 67202.
Daniel J. Klaus and David Autry exercise voting and investment
power over these shares. |
|
(18) |
|
The address of Tim Schniederjan is 479 FM 1630,
Gainesville, Texas 76240. |
|
(19) |
|
The address of Jerry Mower is 271 Lone Tree Road, Jacksboro,
Texas 76458. |
|
(20) |
|
The address of Brad Elenburg is 687 Wesley Chapel Road,
Jacksboro, Texas 76458. |
Material
Relationships with the Selling Stockholders
David Autry, Jim Collet, Tim Schniederjan, Jerry Mower and Brad
Elenburg were employees of JetStar or its subsidiaries prior to
the merger and they are current employees of Basic after the
merger.
In addition, David N. Autry, Jim Collet, Brad Elenburg and Jerry
Mower have each entered into a non-competition agreement with
us. Under the non-competition agreements, each of
Messrs. Autry, Collet, Elenburg and Mower has agreed that
until March 6, 2012 he will not, and will not permit any of
his affiliates to, engage in a business similar to ours within a
certain restricted area and has agreed not to solicit our
employees, suppliers and customers.
The selling stockholders obtained their shares of our common
stock in connection with our merger with JetStar, pursuant to
the Agreement and Plan of Merger, which we refer to as the
acquisition agreement, dated as of January 8,
2007, by and among Basic, JS Acquisition LLC, an indirect
wholly-owned subsidiary of Basic, and JetStar. Pursuant to the
merger, Basic issued approximately 1.8 million shares of
common stock (and may issue an additional 95,999 shares),
paid approximately $45 million in cash consideration to
JetStar stockholders and paid approximately $38 million for
the repayment of outstanding indebtedness of JetStar. A total of
$8.25 million from the cash consideration has been
deposited in escrow as security for working capital and net debt
adjustments, and to cover certain potential indemnities and
other claims by the Company under the acquisition agreement.
4
Under the acquisition agreement, we have agreed to indemnify
each selling stockholder and their respective directors,
officers and employees, if any, against certain liabilities,
including liabilities under the Securities Act of 1933. In
addition, we agreed under the acquisition agreement to maintain
all rights to exculpation, indemnification and advancement of
expenses in favor of then current or former directors, officers
and employees of JetStar or its subsidiaries and pay all
reasonable expenses, including reasonable attorneys fees,
that may be incurred in successfully enforcing these rights.
Also in connection with our merger with JetStar, we entered into
a registration rights agreement with the selling stockholders,
dated March 6, 2007. Under the terms of this registration
rights agreement, the selling stockholders have
shelf and piggy-back registration
rights. Also under the terms of this registration rights
agreement, we have agreed to indemnify each selling stockholder,
such selling stockholders directors and officers and any
selling agent selected by such selling stockholder, including
underwriters, against certain liabilities, including certain
liabilities under the Securities Act of 1933. The selling
stockholders have also agreed to indemnify us in certain
circumstances against certain liabilities, including certain
liabilities under the Securities Act of 1933.
Under the terms of the registration rights agreement, we will
bear all expenses in connection with the registration of shares
pursuant to such agreement, excluding underwriters or
brokers fees, discounts and communications, which shall be
borne by the selling stockholder.
The filing of the registration statement of which this
prospectus is a part is intended to satisfy our shelf
registration obligations under the registration rights agreement.
5
PLAN OF
DISTRIBUTION
We are registering shares of common stock on behalf of the
selling stockholders, and we anticipate keeping this
registration statement effective for a period of up to two years
from its effective date. Selling stockholders
include donees, pledgees, transferees or
successors-in-interest
selling securities received from a named selling stockholder as
a gift, pledge, distribution or other non-sale related transfer
after the date of this prospectus. All costs, expenses and fees
in connection with the registration of the shares of common
stock offered by this prospectus and the sale of shares will be
borne by us; provided, however, that the selling
stockholders will pay all discounts, commissions or
brokers fees or fees of similar securities industry
professionals and transfer taxes, if any, attributable to sales
of the shares. Sales of shares may be effected by the selling
stockholders from time to time in one or more types of
transactions, including, without limitation:
|
|
|
|
|
block trades in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
|
|
|
|
purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account pursuant to this prospectus;
|
|
|
|
on any national securities exchange or quotation service on
which the securities are listed or quoted at the time of sale;
|
|
|
|
otherwise than on such exchanges or services or in the
over-the-counter
market;
|
|
|
|
ordinary brokerage transactions and transactions in which the
broker solicits purchases;
|
|
|
|
privately negotiated transactions;
|
|
|
|
short sales;
|
|
|
|
through the writing of options on the securities, whether or not
the options are listed on an options exchange;
|
|
|
|
through the distribution of the securities by any selling
stockholder to its partners, members or stockholders;
|
|
|
|
one or more underwritten offerings on a firm commitment or best
efforts basis;
|
|
|
|
transactions that may involve crosses or block transactions;
|
|
|
|
to cover hedging transactions (other than short
sales as defined in
Rule 3b-3
under the Exchange Act) made pursuant to this prospectus;
|
|
|
|
by pledge to secure debts or other obligations;
|
|
|
|
any combination of any of these methods of sale; and
|
|
|
|
any other manner permitted pursuant to applicable law.
|
The selling stockholders may also transfer the securities by
gift. We do not know of any arrangements by the selling
stockholders for the sale of any of the securities.
The selling stockholders may sell shares directly to purchasers
or to or through underwriters or broker-dealers, who may act as
agents or principals. The underwriters or broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the selling stockholders
and/or the
purchasers of shares for whom the underwriters or broker-dealers
may act as agents or to whom they sell as principal, or both.
The amount and form of compensation for these services will be
determined by the selling stockholders and the purchaser or
purchasers, and may be in excess of customary commissions.
The selling stockholders and any underwriters or broker-dealers
that act in connection with the sale of shares might be deemed
to be underwriters within the meaning of
Section 2(a)(11) of the Securities Act, and any commissions
received by these underwriters or broker-dealers and any profit
on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling stockholders
may agree to indemnify any underwriter, agent, or broker-dealer
that participates in transactions involving sales of the shares
against specified liabilities, including liabilities arising
under the Securities Act.
Because the selling stockholders may be deemed to be
underwriters within the meaning of
Section 2(a)(11) of the Securities Act, the selling
stockholders will be subject to the prospectus delivery
requirements of the Securities Act, which may include delivery
through the facilities of the New York Stock
6
Exchange pursuant to Rule 153 under the Securities Act. We
have informed the selling stockholders that the
anti-manipulative provisions of Regulation M of the
Exchange Act may apply to their sales in the market.
In addition to selling their shares under this prospectus, the
selling stockholders also may resell all or a portion of their
shares in open market transactions in reliance upon
Rule 144 under the Securities Act, provided they meet the
criteria and conform to the requirements of that rule and
regardless of whether the securities are covered by this
prospectus.
If the selling stockholders notify us of any material
arrangement entered into with an underwriter or broker-dealer
for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by
a broker or dealer, a supplement to this prospectus will be
filed, if required, under Rule 424(b) under the Securities
Act, disclosing:
|
|
|
|
|
the name of such selling stockholder and of the participating
underwriter or broker-dealer;
|
|
|
|
the number of shares involved;
|
|
|
|
the price at which the shares were sold;
|
|
|
|
the commissions paid or discounts or concessions allowed to the
underwriter or, broker-dealer; and
|
|
|
|
other facts material to the transaction.
|
From time to time, one or more of the selling stockholders may
pledge, hypothecate or grant a security interest in some or all
of the securities owned by them. The pledgees, secured parties
or persons to whom the securities have been hypothecated will,
upon foreclosure in the event of default, be deemed to be
selling stockholders. As and when a selling stockholder takes
such actions, the number of securities offered under this
prospectus on behalf of such selling stockholder will decrease.
The plan of distribution for that selling stockholders
securities will otherwise remain unchanged. In addition, a
selling stockholder may, from time to time, sell the securities
short, and, in those instances, this prospectus may be delivered
in connection with the short sales and securities offered under
this prospectus may be used to cover short sales.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales
of the securities in the course of hedging the positions they
assume with that selling stockholder, including, without
limitation, in connection with distributions of the securities
by those broker-dealers. A selling stockholder may enter into
option or other transactions with broker-dealers that involve
the delivery of the securities offered hereby to the
broker-dealers who may then resell or otherwise transfer those
securities. A selling stockholder may also loan or pledge the
securities offered hereby to a broker-dealer and the
broker-dealer may sell the securities offered hereby so loaned
or upon a default may sell or otherwise transfer the pledged
securities offered hereby.
We have agreed to indemnify in certain circumstances the selling
stockholders and any agents who may be deemed to be
underwriters, if any, of the securities covered by the
registration statement, against certain liabilities, including
liabilities under the Securities Act of 1933. The selling
stockholders have agreed to indemnify us in certain
circumstances against certain liabilities, including liabilities
under the Securities Act of 1933.
The securities offered hereby have been issued to the selling
stockholders in transactions exempt from the registration
requirements of the Securities Act of 1933. We agreed pursuant
to the registration rights agreement we entered into with the
selling stockholders to register such securities and all other
shares of common stock owned by them under the Securities Act of
1933, and to keep the registration statement of which this
prospectus is a part effective until the earlier of (1) the
date on which the selling stockholders have sold all of the
securities and (2) March 6, 2009; provided, however,
that such date will be extended by adding any time periods
during which we suspend the use of this prospectus. We have
agreed to pay all expenses in connection with this offering,
including the fees and expenses of one counsel to the selling
stockholders, but not including underwriting discounts,
concessions or commissions of the selling stockholders.
We will not receive any proceeds from sales of any securities by
the selling stockholders.
We cannot assure you that the selling stockholders will sell all
or any portion of the securities offered hereby.
7
LEGAL
MATTERS
The validity of the shares of common stock offered in this
prospectus will be passed upon for us by Andrews Kurth LLP,
Houston, Texas.
EXPERTS
The consolidated financial statements and related financial
statement schedule of Basic Energy Services, Inc. (Company) as
of December 31, 2006 and 2005, and for each of the years in
the three-year period ended December 31, 2006, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2006
have been incorporated by reference herein in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. Their report
refers to a change in accounting for share-based payments
effective January 1, 2006.
The audit report on managements assessment of the
effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting
as of December 31, 2006, contains an explanatory paragraph
that states that the Company acquired G&L Tool, Ltd, Arkla
Cementing, Inc., Globe Well Services, Inc., Hennessey Rental
Tools Inc., Chaparral Service, Inc., Reddline Services, LLC, and
Rebel Testers, Ltd. (collectively the 2006 Excluded
Acquisitions) during 2006, and management excluded from its
assessment of the effectiveness of the Companys internal
control over financial reporting as of December 31, 2006,
the 2006 Excluded Acquisitions internal control over
financial reporting associated with total assets of
$113.3 million and total revenues of $65.1 million
included in the consolidated financial statements of Basic
Energy Services, Inc. and subsidiaries as of and for the year
ended December 31, 2006. The audit of internal control over
financial reporting of Basic Energy Services, Inc. also excluded
an evaluation of the internal control over financial reporting
of the 2006 Excluded Acquisitions.
8
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance and Distribution
|
The following table sets forth the various expenses, all of
which will be borne by us, in connection with the sale and
distribution of the securities being registered. The selling
stockholders will pay all brokerage commissions, underwriting
discounts and commissions, transfer taxes and other similar
selling expenses, if any, associated with its sales of the
shares. All amounts shown are estimates except for the SEC
registration fee.
|
|
|
|
|
SEC registration fee
|
|
$
|
1,294
|
|
Printing and engraving expenses
|
|
|
10,000
|
|
Transfer agent and registrar fees
|
|
|
5,000
|
|
Accounting fees and expenses
|
|
|
20,000
|
|
Legal fees and expenses
|
|
|
20,000
|
|
Miscellaneous
|
|
|
8,706
|
|
|
|
|
|
|
Total
|
|
$
|
65,000
|
|
|
|
|
|
|
|
|
Item 15.
|
Indemnification
of Directors and Officers
|
Section 145 of the Delaware General Corporation Law
(DGCL) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or such other court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem
proper. Basic Energy Services certificate of incorporation
and bylaws provide that indemnification shall be to the fullest
extent permitted by the DGCL for all current or former directors
or officers of Basic Energy Services. As permitted by the DGCL,
the certificate of incorporation provides that directors of
Basic Energy Services shall have no personal liability to Basic
Energy Services or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (1) for any
breach of the directors duty of loyalty to Basic Energy
Services or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or knowing
violation of II-1 law, (3) under Section 174 of
the DGCL or (4) for any transaction from which a director
derived an improper personal benefit.
We have also entered into indemnification agreements with all of
our directors and some of our executive officers (including each
of our named executive officers). These indemnification
agreements are intended to permit indemnification to the fullest
extent now or hereafter permitted by the General Corporation Law
of the
II-1
State of Delaware. It is possible that the applicable law could
change the degree to which indemnification is expressly
permitted.
The indemnification agreements cover expenses (including
attorneys fees), judgments, fines and amounts paid in
settlement incurred as a result of the fact that such person, in
his or her capacity as a director or officer, is made or
threatened to be made a party to any suit or proceeding. The
indemnification agreements generally cover claims relating to
the fact that the indemnified party is or was an officer,
director, employee or agent of us or any of our affiliates, or
is or was serving at our request in such a position for another
entity. The indemnification agreements also obligate us to
promptly advance all reasonable expenses incurred in connection
with any claim. The indemnitee is, in turn, obligated to
reimburse us for all amounts so advanced if it is later
determined that the indemnitee is not entitled to
indemnification. The indemnification provided under the
indemnification agreements is not exclusive of any other
indemnity rights; however, double payment to the indemnitee is
prohibited.
We are not obligated to indemnify the indemnitee with respect to
claims brought by the indemnitee against:
|
|
|
|
|
us, except for:
|
|
|
|
claims regarding the indemnitees rights under the
indemnification agreement;
|
|
|
|
claims to enforce a right to indemnification under any statute
or law; and
|
|
|
|
counter-claims against us in a proceeding brought by us against
the indemnitee; or
|
|
|
|
any other person, except for claims approved by our board of
directors.
|
We have also agreed to obtain and maintain director and officer
liability insurance for the benefit of each of the above
indemnitees. These policies will include coverage for losses for
wrongful acts and omissions and to ensure our performance under
the indemnification agreements. Each of the indemnitees will be
named as an insured under such policies and provided with the
same rights and benefits as are accorded to the most favorably
insured of our directors and officers.
The exhibits listed on the Exhibit Index to this
Registration Statement are hereby incorporated by reference.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs A(l)(i), (A)(1)(ii) and
A(l)(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
II-2
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining any liability
under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on this 5th day of April,
2007.
BASIC ENERGY SERVICES, INC.
|
|
|
|
By:
|
/s/ Kenneth
V. Huseman
|
Kenneth V. Huseman
President, Chief Executive Officer and Director
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan Krenek and Kenneth
V. Huseman, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said
attorney-in-fact
and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities held on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
|
|
/s/ Kenneth
V. Huseman
Kenneth
V. Huseman
|
|
President, Chief Executive Officer
and Director (Principal Executive Officer)
|
|
April 5, 2007
|
|
|
|
|
|
/s/ Alan
Krenek
Alan
Krenek
|
|
Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
|
|
April 5, 2007
|
|
|
|
|
|
/s/ Steven
A. Webster
Steven
A. Webster
|
|
Chairman of the Board
|
|
April 5, 2007
|
|
|
|
|
|
/s/ James
S.
DAgostino, Jr.
James
S. DAgostino, Jr.
|
|
Director
|
|
April 5, 2007
|
|
|
|
|
|
/s/ William
E. Chiles
William
E. Chiles
|
|
Director
|
|
April 5, 2007
|
|
|
|
|
|
/s/ Robert
F. Fulton
Robert
F. Fulton
|
|
Director
|
|
April 5, 2007
|
|
|
|
|
|
/s/ Sylvester
P. Johnson, IV
Sylvester
P. Johnson, IV
|
|
Director
|
|
April 5, 2007
|
II-5
|
|
|
|
|
|
|
Signature
|
|
Date
|
|
|
|
/s/ H.H.
Wommack, III
H.H.
Wommack, III
|
|
Director
|
|
April 5, 2007
|
|
|
|
|
|
/s/ Thomas
P. Moore, Jr.
Thomas
P. Moore, Jr.
|
|
Director
|
|
April 5, 2007
|
II-6
EXHIBIT INDEX
|
|
|
|
|
Number
|
|
Exhibit Title
|
|
|
1
|
.1***
|
|
Underwriting Agreement.
|
|
2
|
.1**
|
|
Agreement and Plan of Merger,
dated as of January 8, 2007, by and among Basic Energy
Services, Inc., JS Acquisition LLC and JetStar Consolidated
Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of
the Companys Current Report on
Form 8-K
(SEC File
No. 001-32693),
filed on March 8, 2007)
|
|
2
|
.2**
|
|
Amendment to Merger Agreement,
dated as of March 5, 2007, by and among Basic Energy
Services, Inc., JS Acquisition LLC and JetStar Consolidated
Holdings, Inc. (Incorporated by reference to Exhibit 2.2 of
the Companys Current Report on
Form 8-K
(SEC File No.
001-32693),
filed on March 8, 2007)
|
|
4
|
.1**
|
|
Specimen Stock Certificate
representing common stock of the Company. (Incorporated by
reference to Exhibit 3.1 of the Companys Registration
Statement on
Form S-1
(SEC File
No. 333-127517),
filed on November 4, 2005)
|
|
4
|
.2**
|
|
Amended and Restated Certificate
of Incorporation of the Company, dated September 22, 2005.
(Incorporated by reference to Exhibit 3.1 of the
Companys Registration Statement on
Form S-1
(SEC File
No. 333-127517),
filed on September 28, 2005)
|
|
4
|
.3**
|
|
Amended and Restated Bylaws of the
Company, dated December 14, 2005. (Incorporated by
reference to Exhibit 3.1 to the Companys Current
Report on
Form 8-K
filed on December 14, 2005)
|
|
4
|
.4**
|
|
Registration Rights Agreement,
dated as of March 6, 2007, by and between the Company and
the JetStar Stockholders Representative. (Incorporated by
reference to Exhibit 10.1 to the Companys Current
Report on
Form 8-K
filed on March 8, 2007)
|
|
5
|
.1*
|
|
Opinion of Andrews Kurth LLP
regarding legality of the securities being registered by Basic
Energy Services, Inc.
|
|
23
|
.1*
|
|
Consent of KPMG LLP.
|
|
24
|
.1*
|
|
Powers of Attorney (included in
Part II as a part of the signature pages of the
Registration Statement).
|
|
|
|
* |
|
Filed herewith. |
|
** |
|
Incorporated by reference. |
|
*** |
|
If an underwriting agreement is utilized, it will be filed by
amendment or as an exhibit to Current Report on
Form 8-K
filed at a later date in connection with a specific offering. |