S-8

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.

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).

1

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).

2

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.

APPROACH RESOURCES INC.
By:	/s/ J. Ross Craft
	J. Ross Craft
	President and Chief Executive Officer

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

3

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

4

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.

EX-5.1

EXHIBIT 5.1

November 13, 2015

Approach Resources Inc.

One Ridgmar Centre, Suite 800

Fort Worth, Texas 76116

Ladies and Gentlemen:

We have acted as counsel for Approach Resources Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 2,050,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2015, which Shares may be issued from time to time in accordance with the terms of the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Share relates, will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Page 2

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated February 26, 2015, with respect to the consolidated balance sheets of Approach Resources Inc. and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated by reference herein.

/s/ HEIN & ASSOCIATES LLP

Dallas, Texas

November 13, 2015

EX-23.2

Exhibit 23.2

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

November 13, 2015

Approach Resources Inc.

One Ridgmar Centre

6500 West Freeway, Suite 800

Fort Worth, Texas 76116

Ladies and Gentlemen:

DeGolyer and MacNaughton, as an independent petroleum engineering consulting firm, hereby consents to the incorporation by reference in this Registration Statement on Form S-8 of Approach Resources Inc. (the “Company”) of references to DeGolyer and MacNaughton and information from its letter dated January 29, 2015, relating to its estimates of proved oil and gas reserves and revenues, included or made a part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Very truly yours,

/s/ DeGOLYER and MacNAUGHTON

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716